డైరెక్టర్ల నివేదిక Popular Vehicles and Services Ltd.

Mar 31, 2025

Your Directors are pleased to present the Company''s 41^st Annual Report together with the report of the statutory
auditors and the audited financial statements of the Company for the financial year ended 31^st March, 2025.

Operational Review

1. FINANCIAL STATEMENTS & RESULTS
Financial Results

a) Standalone Performance

During the year under review, the revenue from operation were at ? 25,769.00 million as against ?26,438.22
million in the previous year, recording a decrease of 2.53%. The loss was recorded at ? 336.17 million in the
current year as against profit of ?258.19 million in the previous year.

b) Consolidated Performance

During the year under review on a consolidated basis, the revenue from operation were at ? 55,412.29
million as against ?56,155.28 million in the previous year, recording a decrease of 1.32%. The loss was
recorded at ? 104.63 million in the current year as against profit of ?760.77 million in the previous year.

(In INR millions, except earnings per share data)

		Standalone		Consolidated
Particulars	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Revenue from Operations	25,769.00	26,438.22	55,412.29	56,155.28
Other Income	236.50	177.74	203.63	311.52
Total Revenue	26,005.50	26,615.96	55,615.92	56,466.80
Employee Benefits expense	2,316.69	2,246.06	3,870.84	3,664.59
Finance costs	509.05	552.52	855.68	980.23
Depreciation and amortization expense	528.32	484.99	987.87	919.31
All other expenses	23,066.69	23,040.65	49,991.01	49,941.56
Total Expenses	26,420.75	26,324.22	55,705.40	55,505.69
Profit / (Loss) Before Tax and exceptional item	(415.25)	291.74	(89.48)	961.11
Exceptional item	0	16.05	0	16.05
Profit / (Loss) Before Tax	(415.25)	307.79	(89.48)	977.16
Tax Expense:
Current Tax	21.25	57.73	135.40	248.58
Deferred Tax	(100.33)	(8.13)	(120.25)	(32.19)
Profit after tax for the year Earnings per equity share(in ?)	(336.17)	258.19	(104.63)	760.77
Basic	(4.72)	4.09	(1.47)	12.05
Diluted	(4.72)	4.09	(1.47)	12.05

2. TRANSFER TO RESERVES

The Board of Directors of your company,
considering the loss incurred during the year under
review has decided not to transfer any amount to
the Reserves.

3. DIVIDEND

The Board of Directors of your Company has not
recommended any dividend for the financial year
under review.

Pursuant to the provisions of Regulation 43A of
the Listing Regulations, the Board of Directors of
the Company has adopted a Dividend Distribution
Policy which details the dividend philosophy of
the Company, the factors which are considered
by the Board while recommending / declaring
dividend, suggested band for proposing dividend
pay-out, periodicity of dividend, circumstances in
which dividend is considered, etc. The said policy
is placed on the website of the Company at https://
www.popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Dividend-Distribution-
Policy-.pdf

4. STATE OF THE COMPANY''S AFFAIRS

Your company in its Board meeting held on
12^th February, 2025 approved the 100% divestment
of the Company''s subsidiaries, namely, Vision
Motors Private Limited (VMPL) and Kuttukaran
Green Private Limited (KGPL). The divestment is
expected to enhance operational efficiency and
allow for the redeployment of capital into high-
growth and value-accretive opportunities.

5. CHANGEIN NATURE OF BUSINESS

There has been no change in the nature of business
of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER THE END OF THE FINANCIAL
YEAR.

There have been no material changes and
commitments which affect 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.

7. CAPITAL & DEBT STRUCTURE
(i) Share Capital:

During the year under review, the Company
has not altered/modified its authorised share
capital and has not issued any shares.

The authorized share capital of the Company
as on 31^st March, 2025 was ?15,00,00,000,
and the paid-up equity share capital of the
Company was ?14,23,96,396 consisting of
71198198 equity shares of face value ?2/-
each.

(ii) Utilization of issue proceeds

The objects of the offer for fresh issue
portion excluding general corporate purposes
was repayment/pre-payment of certain
borrowings availed by the Company and
the subsidiaries namely, Popular Auto works
Private Limited, Popular Mega Motors (India)
Private Limited, Kuttukaran Green Private
Limited, Kuttukaran Cars Private Limited and
Prabal Motors Private Limited.

The subsidiaries received funds from the
Company as Inter Corporate Loan with an
option to convert it to equity shares under
section 62(3) of the Companies Act, 2013
on the terms as agreed by execution of a
Loan Agreement. The net proceeds allocated
towards the objects of the offer was fully
utilised. Following the finalization of offer
expenses, actual issue expense reduced from
?210 million to ?195 million. Surplus of ?15.10
million was added back to the net proceeds
and has been utilised under general corporate
purposes.

Ranking as per Market Capitalization as on
31^sLDecember, 2024

As per the market capitalization of listed
companies as at the end of 31^st December
2024, your Company has been ranked 1209^th
in the top 2000 category.

Employee Stock Option Scheme:

The Board in their meeting held on
14^th August, 2025 on the recommendation of
the Nomination and Remuneration Committee
provided in principle approval for seeking
approval of the shareholders in the ensuing
41^st Annual General Meeting for structuring
and implementing an Employee Stock Option
Plan (ESOP) for the benefit of the employees
of the company and its subsidiaries either
through fresh issue or through the Trust route
via secondary acquisition. In this regard,
Shareholders approval is sought for the
following:

a. Approval of one or more employee
stock option schemes to be offered to
the employees of the company directly
or through an irrevocable trust;

b. Approval of one or more employee
stock option schemes to be offered to
the employees of the present or future
subsidiaries or associate companies
of the company, directly or through an
irrevocable trust;

c. Approval for the grant of options to
identified employees in any one year,

equal to or exceeding one percent of
the issued capital, under the employee
stock option scheme;

d. Establishment of an irrevocable trust and
authorization for secondary acquisition
of shares for implementing an employee
stock option scheme;

e. Grant of financial assistance/provision
of money by the company to the trust to
fund the acquisition of its equity shares,
in terms of the employee stock option
scheme.

Payment of Listing Fee:

Your Company has paid the listing fee for the
Financial Year 2024 - 25 to both the Stock
Exchanges BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE).

8. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,

2016 ("the IEPF Rules"), all unpaid or unclaimed
dividends are required to be transferred by
the Company to the IEPF; established by the
Government of India, after completion of seven
years. Further, according to the IEPF Rules, the
shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive
years or more shall also be transferred to the
demat account of the IEPF Authority.

Your Company declared dividend in the 40^th Annual
General Meeting held on 24^th September, 2025 for
the financial year 2023-24 and the unpaid dividend
has been transferred to the Unpaid Dividend
Account within the prescribed time. However, your
Company does not have any funds lying unpaid or
unclaimed for a period of seven years in Unpaid
Dividend Account. Therefore, there were no funds
which were required to be transferred to Investor
Education and Protection fund (IEPF) for the year
under review.

Last date to claim unclaimed/unpaid dividends
before transfer to IEPF, in respect of the dividend
declared for the financial year 2023-24 is as under:

Financial Year	Date to claim before Declaration Date _ transfer to IEPF	Amount lying in Unpaid Dividend Account	Corresponding shares liable to be transferred to IEPF
2023-24	24th September, 2024 27th October, 2031	?41,467.50	82,935

Details of Nodal Officer

In accordance with the IEPF Rules, the Board of
Directors in its meeting held on 13^th November,
2024, appointed Mr. Varun T.V., Company Secretary
and Compliance Officer, as Nodal Officer of the
Company for the purposes of verification of claims
of shareholders pertaining to shares transferred to
IEPF and/or refund of dividend from IEPF Authority
and for coordination with IEPF Authority. The details
of the Nodal Officer is available on the website of
the Company at https://www.popularmaruti.com/
investor-relations/investor-contact/

9. CODE OF PRACTICES AND PROCEDURES FOR
FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

The Board has formulated the Code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (Fair Disclosure Code)
for fair disclosure of events and occurrences
that could impact price discovery in the market
for the Company''s securities and to maintain the
uniformity, transparency and fairness in dealings
with all stakeholders and ensure adherence to
applicable laws and regulations. The same is
available on the website of the Company at https://
www.popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Code-of-practices-and-

procedures-for-fair-disclosure-of-UPSI.pdf

10. PREVENTION OF INSIDER TRADING

The Board has formulated a code of conduct for
regulating, monitoring and reporting of trading of
shares by Insiders. This code lays down guidelines
procedures to be followed and disclosures
to be made by the insiders while dealing with
shares of the Company and cautioning them on
consequences of non-compliances. The same is
available on the website of the Company at https://
www.popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Insider-Tradinq-Policy.
pdf

11. MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL

a) Board of Directors

As on 31^st March, 2025, the Board of your
Company comprised of Seven Directors
with three Executive Directors, one
Nominee Director and three Non- Executive
Independent Directors. The composition of
the Board of Directors meets the requirement
of provisions of Regulation 17 of the Listing
Regulations and Section 149 of the Companies
Act, 2013.

The Board of Directors of the Company as on 31^st March, 2025 are as follows:

Name of the Director	Designation	DIN
Mr. Naveen Philip	Managing Director	00018827
Mr. John K. Paul	Whole Time Director	00016513
Mr. Francis K. Paul	Whole Time Director	00018825
Mr. Jacob Kurian	Independent Director	00213259
Mr. George Joseph	Independent Director	00253754
Ms. Preeti Reddy	Independent Woman Director	07248280
Mr. Rakesh Kumar Bhutoria	Nominee Director	08449728

None of the Directors of the Company are disqualified under the provisions of the Act.

During the year under review, there was no changes on the Board of Directors (''Board'') except as mentioned
below;

i) Appointment:

a. Mr. George Joseph(DIN: 00253754)
who retired due to the attainment of
age of 75 years was appointed as the
Non-Executive Independent Director of
the company in the Postal Ballot held
through remote e-voting concluded on
11^th July, 2024 to hold office for a period
of five years.

b. Mr. John K. Paul (DIN: 00016513),
Whole Time Director, was also one
of the Directors of Kerala Chamber
of Commerce and Industries (KCCI)
during the financial years 2012-13,
2013-14 and 2014-15 when KCCI was
found in violation of Sections 209(1)
and 217(3) of the Companies Act, 1956.
He remitted a fine of ? 10,000/- in ST
43/19 and ?5,000/- in ST 42/19 before
the Chief Judicial Magistrate (Economic
Offences) Court at Ernakulam for the
said violations. In terms of Part I of
Schedule V to the Companies Act, 2013,
the Company had sought the approval
of the Central Government for his re¬
appointment.

However, the applications for his
previous appointments were not
considered and disposed-off by the
Ministry of Corporate Affairs (MCA) vide

Letter No E-File No.1/2/2022- DS(CL-
VII) MCA dated 29^th April 2024.

Consequent to the above, the Board
in its meeting held on 28^th May 2024,
based on the recommendation of
the Nomination and Remuneration
Committee, proposed re-appointment
of Mr. John K. Paul as Whole-time
Director for a further term commencing
from 29^th April, 2024 to 31^st March 2026.
Accordingly, the shareholders'' approval
by passing special resolution via postal
ballot was sought and the same was
approved on 11^th July, 2024.

Fresh application for approval in form
MR-2 was filed via SRN: AA9448579
dated 25^th July, 2024 which is under
the consideration of the Ministry of
Corporate Affairs.

ii) Retirement by rotation:

In accordance with the Articles of Association,
Mr. Francis K. Paul, Whole Time Director (DIN:
00018825), retires by rotation at the ensuing
Annual General Meeting. Mr. Francis K. Paul,
being eligible, seeks re-appointment at the
ensuing Annual General Meeting. A brief
profile and the details as per Regulation 36 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulation is provided below:

DETAILS OF DIRECTORS RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED UNDER THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL
STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.

Name of the Director	Mr. Francis K. Paul
Brief Profile	Mr. Francis K. Paul, Whole Time Director of the Company has over 50 years of experience in the automobile industry. He is responsible for corporate social responsibility activities and other policy matters of your Company.
Age	77 years
Date of First Appointment on the Board	28-06-1983
Qualifications	Bachelor''s degree in mechanical engineering from the University of Calicut
Nature of expertise, experience in specific functional areas.	Over 50 years of experience in Automobile Industry.
Past Remuneration	Details have been provided in the Corporate Governance Report which forms part of the Annual Report 2024-25.
Terms and conditions of appointment/ re-appointment including Remuneration to be paid.	Re-appointment as a Director, liable to retire by rotation.
Number of shares held in the Company including shares held as a Beneficial Owner as on March 31, 2025.	1,45,19,362
Relationship with other Directors / KMPs.	Relative of Mr. Naveen Philip, Managing Director (nephew) and Mr. John K. Paul, Whole Time Director (brother).
Directorships held in other Companies.	Popular Auto Dealers Private Limited, Popular Autoworks Private Limited, Kuttukaran Cars Private Limited, Kuttukaran Green Private Limited, Memorytrain Creatives Private Limited, Bluetimbre Music Private Limited, Keracon Equipments Private Limited, Regiis Insurance Brokers Private Limited, Prabal Motors Private Limited and Popular Auto Spares Private Limited.
Committee Chairmanship held in other Companies.	Corporate Social Responsibility Committee of Prabal Motors Private Limited, Popular Auto Dealers Private Limited and Popular Autoworks Private Limited.
Committee Membership held in other Companies.	Corporate Social Responsibility Committee of Prabal Motors Private Limited Popular Auto Dealers Private Limited and Popular Autoworks Private Limited.
Resignation from Listed entities in the past three years.	Nil
No. of Board Meetings of the Company attended during the Financial year 2024-25.	6

iii) Recommendation of appointment of Independent Director:

The Board of Directors in their meeting held on 14^th August, 2025 recommended the appointment of
Mr. Neeraj Jain as Independent Director for approval of shareholders for a period of 5 years commencing
from the date of 41^st Annual General Meeting.

Mr. Neeraj Jain is included in the data bank of Independent Directors maintained by the Indian Institute of
Corporate Affairs (IICA)and has qualified the online proficiency self-assessment test conducted by IICA.

Mr. Neeraj Jain has given all required declarations and has consented to act as Independent Director.
As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and
Disclosure Requirements), (Amendment) Regulations, 2018, Mr. Neeraj Jain has given the necessary

declaration that he meets the criteria of independence laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 25 (8) read with Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 and do not suffer from any disqualifications specified under the Act and
Regulations.

DETAILS OF DIRECTORS RECOMMENDED FOR APPOINTMENT AS REQUIRED UNDER THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL
STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.

Name of the Director	Mr. Neeraj Jain
Brief Profile	A rank-holder Chartered Accountant and Company Secretary with 30 years of leadership experience in finance, supply chain, and business management across Johnson & Johnson (J&J) and Hindustan Unilever (HUL), in roles of increasing responsibility across India, ASEAN, and Asia Pacific.
	Mr. Neeraj was awarded as one of the 100 most influential CFOs in India in 2016 by CImA. Earlier he was recognized amongst the top 100 CFOs in 2015 by 9.9 Media.
Age	63 years
Date of First Appointment on the Board	First appointment shall be effective from the date of ensuing 41st AGM, i.e., 29th September, 2025.
Qualifications	Chartered Accountant and Company Secretary
Nature of expertise, experience in specific functional areas.	30 years of leadership experience in finance, supply chain, and business management across Johnson & Johnson (J&J) and Hindustan Unilever (HUL), in roles of increasing responsibility across India, ASEAN, and Asia Pacific.
Past Remuneration	Not Applicable
Terms and conditions of appointment/ re-appointment including Remuneration to be paid.	Appointment as an Independent Director, not liable to retire by rotation.
Number of shares held in the Company including shares held as a Beneficial Owner as on March 31, 2025.	Nil
Relationship with other Directors / KMPs.	Not related to any Director or KMPs.
Directorships held in other Companies.	Director at Value Angels Network Private Limited, Tata Pension Fund Management Private Limited, Radiowalla Network Limited, Gromax Agri Equipment Limited and Tata Trustee Company Private Limited.
Committee Chairmanship held in other Companies.	As provided in Table below.
Committee Membership held in other Companies.	As provided in Table below.
Resignation from Listed entities in the past three years.	Nil
No. of Board Meetings of the Company attended during the Financial year 2024-25.	Nil

Table: Committee Details of Mr. Neeraj Jain

Sl No.	Name of the Company	Type of Committee	Member/Chairman
1	Tata Trustee Co Private Limited	1.Audit Committee	Member
		2.Risk Committee	Chairman
2	Tata Pension Find Management	1. Audit Committee	Chairman
	Private Limited	2. Risk Committee	Chairman
		3. NRC	Member
3	Gromax Agri Equipment Limited	1. Audit Committee	Member
		2. NRC	Member
4	Radiowalla Network Limited	1. Audit Committee	Chairman
		2. NRC	Member
		3. Stakeholder Relations Committee	Member

b) Key Managerial Personnel

The Key Managerial Personnel of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 during
the period under review are as follows:

Sl No	Name	Designation
1.	Mr. Naveen Philip	Managing Director
2.	Mr. John K. Paul	Whole Time Director
3.	Mr. Francis K. Paul	Whole Time Director
4.	Mr. Raj Narayan	Chief Executive Officer
5.	Mr. John Verghese	Group Chief Financial Officer
6.	Mr. Varun T.V.	Company Secretary and Complia	nce Officer

Mr. John Verghese, the Group Chief Financial Officer (CFO) of the Company attained the retirement age
of 58 years and his services was extended in the light of the Initial Public Offer (IPO) for a period of
two years till 31^st March 2024 in the meeting of the Nomination and Remuneration Committee held on
30^th March, 2022. Further, for the seamless transition of the Company into a listed entity, the services of
Mr. John Verghese was further extended for another period of one year ending on 31^st March, 2025 by the
NRC Committee in its meeting on 28^th May, 2024.

In order to ensure a smooth transition of the responsibilities and for successful completion and hand over
of several ongoing finance and other initiatives, the services of Mr. John Verghese, was extended till
30^th June, 2025 by the Board in its meeting held on 12^th February, 2025.

Mr. Abraham Mammen was appointed as Group Chief Financial Officer Designate and Senior Management
Personnel in the Board meeting held on 12^th February, 2025, to take effect from 12^th February, 2025 till
30^th June, 2025. Upon the retirement of Mr. John Verghese, the former Group CFO, Mr. Abraham Mammen
succeeded as the Group Chief Financial Officer and Key Managerial Personnel of the Company w.e.f.
01^st July, 2025.

In addition, for the year under review, the following Key Managerial Personnel''s (KMPs) of the Company
also holds position of KMP in the Wholly Owned Subsidiary Companies as under:

Sl.No	Name	Designation in Subsidiary	Name of Subsidiary
1.	Mr. Naveen Philip	Managing Director	Popular Mega Motors (India) Private Limited
2.	*Mr. John Verghese	Chief Financial Officer	Popular Autoworks Private Limited
3.	Mr. Varun T.V.	Company Secretary	Popular Autoworks Private Limited

*Mr. Abraham Mammen took over as the Chief Financial Officer of Popular Autoworks Private Limited
w.e.f., 04^th August, 2025 pursuant to the resignation of Mr. John Verghese from the position of Group Chief
Financial Officer w.e.f., 03^rd August, 2025.

c) Criteria for Determining Qualifications,
Positive Attributes and Independence of a
Director.

The Nomination and Remuneration Committee
has formulated Nomination, Remuneration
and Evaluation Policy, which details the
criteria for determining qualifications,
positive attributes and independence of
Directors in terms of provisions of Section
178(3) of the Act and the Listing Regulations.
The Nomination, Remuneration and
Evaluation Policy is available on the website
of the Company at the link https://www.
popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Nomination-and-
Remuneration-Policy.pdf

d) Independent Directors

Mr. George Joseph (DIN: 00253754) was
initially appointed as Independent Director
for a term of five consecutive years from
01^stJuly 2021 till 30^th June 2026 under the
provisions of Sections 149(4), 150, 152 read
with Schedule IV of the Companies Act, 2013
("the Act") and Rule 4 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014. The initial appointment happened
when the Company was an Unlisted Public
Company. Subsequent to listing, as the term
of Mr. George Joseph was continuing, it was
noticed that Mr. George Joseph attained the
age of 75 years on 26^th April 2024 and in order
to comply with the provisions of Regulation
17(1A) of SEBI (LODR), 2015, Mr. George
Joseph vacated the office of Independent
Director w.e.f., 26^th April 2024.

Considering the contributions of Mr. George
Joseph during the tenure of the first term,
the Nomination and Remuneration Committee
and the Board of Directors in its meeting
held on 28^th May, 2024 recommended for
appointment for a term of 5 consecutive years
from the date of approval of the resolution
by members of the Company. The approval
of the shareholders was obtained via postal
ballot on 11^th July, 2024.

e) Declaration by Independent Directors.

In terms of Section 149 of the Act and other
applicable regulations if any (i) Mr. Jacob
Kurian (ii) Ms. Preeti Reddy (ii) Mr.George
Joseph are the Independent Directors of the
Company as on date of this report. As required
under Section 149(7) of the Companies Act,
2013, read with SEBI (Listing Obligations and
Disclosure Requirements), (Amendment)
Regulations, 2018, the Independent Directors
have given the necessary declaration that
they meet the criteria of independence laid

down under Section 149(6) of the Companies
Act, 2013 and Regulation 25 (8) read with
Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements)Regulations, 2015
and do not suffer from any disqualifications
specified under the Act and Regulations. The
Independent Directors have also confirmed
that they are not aware of any circumstance
or situation which exists or may be reasonably
anticipated that could impair or impact their
ability to discharge their duties. The Company
has also received from them declaration of
compliance of Rule 6(1)&(2) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014,regarding the confirmation to
the effect that the Independent Directors
have included their names in the Database
maintained by the Indian Institute of
Corporate Affairs, the status of the online
proficiency self-assessment test conducted
by the Indian Institute of Corporate Affairs
and a confirmation regarding the payment of
fees for the said registration and the timely
renewal of registration.

Also, the Independent Directors have complied
with the Code for Independent Directors
prescribed in Schedule IV to the Companies
Act, 2013 and the Code of Conduct for
Directors and Senior Management Personnel
formulated by the Company.

f) Women Director

In terms of the provisions of Section 149 of
the Companies Act, 2013 and Regulation 17(1)
(a) of Listing Regulations, the Company has
appointed Ms. Preeti Reddy (DIN: 07248280)
as Independent Woman Director of the
Company.

g) Certificate from Practicing Company
Secretary

Pursuant to Regulation 34(3) and Schedule V
Para C clause (10)(i) of the Listing Regulations,
Mr. Myladoor Cherian Sajumon, Practicing
Company Secretary, Cochin, has certified
that none of the Directors on the Board of the
Company has been debarred or disqualified
from being appointed or continuing as
Director of the Company by the Securities
and Exchange Board of India/ Ministry of
Corporate Affairs or any such statutory
authority and the certificate forms part of the
Report of Corporate Governance forming part
of this Annual Report.

h) Performance Evaluation

As per Part D of Schedule II SEBI (LODR)
Regulations, 2015 read with Regulation 16 of
SEBI (LODR) and as prescribed u/s 149(6) of

the Companies Act, 2013, annual evaluation
of the performance of the Board, the Directors
and its committees was carried out through
in-house mechanism through questionnaires.

The Chairperson of Nomination and
Remuneration Committee of the Company
had internally carried out the performance
evaluation of each individual Director,
Committee, Board process and Board
as a whole. Performance evaluation was
carried out internally, based on a structured
questionnaire, formulated taking into
consideration the criteria approved by the
Nomination and Remuneration Committee.

Evaluation criteria of the Board was made
based on the role played by the Board
in the governance, overall functioning,
evaluating strategic proposals, financial
reporting process, internal controls and its
effectiveness and review of risk management
process. The evaluation of individual
Director was carried out based on various
parameters such as participation in the Board
and its Committee meetings, contribution
towards strategic proposals, suggesting
risk mitigation measures, putting in place
internal controls, governance, leadership and
talent development and managing external
stakeholders. Performance evaluation of
various committees of the Board was carried
out based on the criteria such as constitution,
effective functioning of the committees
as per the terms of reference, periodical
suggestions and recommendations given by
the committees to the Board etc.

i) Familiarization Programme

In terms of Regulation 25(7) of the Listing
Regulations, the Company familiarizes its
Independent Directors about their roles
and responsibilities at the time of their
appointment through a formal letter of
appointment. The draft letter of appointment
/ re-appointment is available on the website
of the Company at www.popularmaruti.com.

Further the Company conducted
familiarization programme with regard to
SEBI LODR compliances, Insider Trading
compliances, Board and Committee
responsibilities, Enterprise Risk Management
(ERM Workshop) and Environment Social
and Governance (ESG Programme) on
11^th February, 2025.

12. NUMBER OF MEETINGS OF THE BOARD &

COMMITEES

a) Board meetings

During the financial year ended 31^st March,

2025, the Board of Directors met 6 (six)
times on 08^th April, 2024, 28^th May, 2024,
13^th August, 2024, 13^th November, 2024,
12^th February, 2025 and 26^th March, 2025.
Requisite quorum was present in all the
meetings and the intervening gap between
the meetings is within the period as prescribed
under Section 173 (1) of the Companies Act,
2013 and the Listing Regulations. The details
of the Board meetings are given in the Report
on Corporate Governance which forms part
of this Report. The Company provides all the
Board members the facility to participate in
the meetings of Board and its committees
through Video Conferencing/ Other Audio¬
Visual Means.

Pursuant to the requirements of Schedule
IV to the Act and the Listing Regulations,
a separate Meeting of the Independent
Directors of the Company was held on
26^th March,2025, and the Directors reviewed
the matters enumerated under Schedule
IV(VII)(3) to the Act and Regulation 25(4) of
the SEBI (LODR) Regulations, 2015. All the
Independent Directors attended the said
meeting.

b) Board Committees

Pursuant to the requirements under the
Act and the Listing Regulations, the Board
of Directors have constituted various
Committees such as Audit Committee,
Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee,
Corporate Social Responsibility Committee
and Risk Management Committee. The
composition and terms of reference of the
Committees, number of meetings held during
the year under review and attendance of
Directors at the Committee meetings are
given in the Report on Corporate Governance
forming part of this Annual Report. All the
recommendations made by the Committees
of the Board including the Audit Committee
were accepted by the Board.

13. PARTICULARS OF REMUNERATION DETAILS OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

The remuneration details of Directors and Key
Managerial Personnel and ratio of remuneration
of each Director to the median of employees''
remuneration as per Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is enclosed as Annexure A.

In terms of the provisions of Section 197(12) of the
Act read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, a statement showing
names of the employees drawing remuneration
and other particulars, as prescribed in the said
Rules is provided in a separate annexure forming
part of this report.

Further, the report and the accounts are being sent
to the Members excluding the aforesaid Annexure
H. In terms of Section 136 of the Act, the said
annexure is open for inspection and any Member
interested in obtaining a copy of the same may
write to the Company Secretary at cs@popularv.
com.

Remuneration received by Managing Director/
Whole Time Director from the holding or
Subsidiary Company.

Mr. Naveen Philip, Managing Director (DIN:
00018827) of the company is receiving
remuneration including performance incentive
from Popular Mega Motors (India) Private Limited,
the wholly owned subsidiary of the company.

Performance Incentives

The remuneration of the Executive Directors
includes payment of performance incentive
apart from Salary and Perquisites. The payment
of performance incentive to Mr. Naveen Philip,
Managing Director, is paid by the wholly owned
subsidiary Popular Mega Motors (India) Private
Limited. However, due to loss incurred by the
Company, the performance incentive for the
Financial Year 2024-25 was not recommended by
the Nomination and Remuneration Committee and
the Board, hence was not paid for the period ended
31^st March, 2025.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause(c) of sub-section (3) of Section
134 read with sub-section (5) of Section 134 of the
Companies Act, 2013, the Directors hereby state
and 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) Such accounting policies have been selected
and applied consistently and the Directors
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 31^st March, 2025 and of the
loss of the company for that year;

c) Proper and sufficient care was taken 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 Annual Accounts of the Company have
been prepared on a going concern basis.

e) Proper systems have been devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

f) Internal financial controls were followed by the
company and such internal financial controls
are adequate and operating effectively.

15. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS(IFC)

The Company''s Internal Control Systems are
commensurate with the nature of its business and
the size and complexity of its operations. The Audit
Committee reviews the adequacy and effectiveness
of the internal control system and monitors the
implementation of audit recommendations. These
are routinely tested by Internal Auditors. No
significant deficiencies were reported during the
test of IFC.

Further, the Statutory Auditors of the Company
also reviewed Internal Controls over Financial
Reporting of the Company as on 31^st March, 2025,
and issued their report which forms part of the
Independent Auditor''s report.

16. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory
Auditors has not reported to the Board under
Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company
by its Officers or employees.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES

During the financial year under report the Company
has not entered into or invested in any new
Subsidiaries, Joint Ventures and Associates. The
details of the Holding and Subsidiary Companies
are given below:-

Sl. No.	Name of the Company	Holding/ Subsidiary/ Associate	Applicable Section
1	Popular Mega Motors( India) Private Limited	Wholly owned Subsidiary	2 (87)
2	Popular Autoworks Private Limited	Wholly owned Subsidiary	2 (87)
3	*Vision Motors Private Limited	Wholly owned Subsidiary	2 (87)
4	Popular Auto Dealers Private limited	Wholly owned Subsidiary	2 (87)
5	Kuttukaran Cars Private Limited	Wholly owned Subsidiary	2 (87)
6	Kuttukaran Green Private Limited	Wholly owned Subsidiary	2 (87)
7	Keracon Equipments Private Limited	Wholly owned Subsidiary	2 (87)
8	*Prabal Motors Private Limited	Subsidiary	2 (87)

*Step down Wholly Owned Subsidiary of the Company

Material subsidiaries:

(i) Popular Mega Motors (India) Private Limited

(ii) Prabal Motors Private Limited

During the period under review, pursuant to the
conversion of loan into equity in Prabal Motors
Private Limited, your Company has directly
acquired and holds 30% of the equity shareholding
in Prabal Motors Private Limited.

Consequently, the status of Prabal Motors Private
Limited changed from a wholly owned subsidiary
to a subsidiary of Keracon Equipments Private
Limited (one of the wholly owned subsidiaries of
the Company).

Financial Position and Performance of
Subsidiaries, Joint Ventures and Associates

The consolidated financial statements of the
Companies are prepared in accordance with
Indian Accounting Standards (IND AS) notified
under Companies (Indian Accounting Standards)
Rules, 2015 (as amended from time to time)
and presentation requirements of Division II of
Schedule III to the Act, (Ind AS compliant Schedule
III), as applicable to the consolidated financial
statements and the same forms an integral part
of this Report. Pursuant to 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 Subsidiaries, for the
Financial Year 2024-25 is given in Form AOC-1
which forms an integral part of this Annual Report
as Annexure G. In accordance with Section 136(1)
of the Act, the Annual Report of your Company
containing inter alia, financial statements including
consolidated financial statements, has been
placed on the Company''s website at https://www.
popularmaruti.com/investor-relations/financials/
annual-reports/annual-returns/annual-reports/

Further, the financial statements of the Subsidiaries
are also placed on the Company''s website at https://
www.popularmaruti.com/investor-relations/

financials/annual-reports/annual-returns/annual-

reports/.

Any member desirous of inspecting or obtaining
copies of the audited financial statements,
including the consolidated financial statements
of the Company, audited financial statements in
respect of the Subsidiary companies may write to
the Company Secretary at [email protected].

ANY REVISION MADE IN FINANCIAL STATEMENTS
OR BOARD''S REPORT

The Company has not revised the Financial
Statements or Board''s Report in respect of any of
the three preceding Financial Years.

18. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as amended
from time to time, the Company is not required to
maintain Cost Records under said Rules.

19. DEPOSITS

Your Company has not accepted any public
deposits and as such no amount on account
of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
Thus, no particulars are reported as required under
Rule 8(5)(v)of Companies(Accounts)Rules,2014.

20. PARTICULARS OF INVESTMENTS, LOANS,
GUARANTEES AND SECURITIES

During the reporting period, the Finance
and Authorisation Committee of Board
of Directors, at its meeting held on
08^th April, 2024, approved granting inter-corporate
loans to its wholly owned subsidiaries, Popular Auto
Dealers Private Limited amounting to ?60 million
and Kuttukaran Cars Private Limited amounting to
?10 million, with the respective subsidiary Boards
approving the proposals on 09^th May, 2024 and
15^th April, 2024.

Pursuant to the Letter of Offer dated 18^th May,
2024, received from the wholly owned subsidiary
Kuttukaran Cars Private Limited and subsequent
approval of the Finance and Authorization
Committee at its meeting held on 30^th May, 2024,
the Company had made an investment of ?5
million by subscribing on rights basis 4,99,999
Equity shares of ?10/- each of Kuttukaran Cars
Private Limited, in compliance of Section 186 of the
Companies Act 2013.

During the reporting period, the Board of Directors
of the Company, at its meeting held on 13^th August,
2024 approved the conversion of the intercorporate
loan granted to Kuttukaran Cars Private Limited,
Prabal Motors Private Limited and Kuttukaran
Green Private Limited into equity shares. Pursuant
to notice of conversion from the Company, the
wholly owned subsidiary, Kuttukaran Green Private
Limited, in its Board meeting held on 16^th August,
2024 allotted 4,30,293 equity shares of ?10 each
against intercorporate loan of ?1,00,00,000. The
wholly owned subsidiary, Kuttukaran Cars Private
Limited, in its Board meeting held on 27^th August,
2024 allotted 30,46,923 equity shares of ?10 each
against intercorporate loan of ?5,00,00,000. The
wholly owned subsidiary, Prabal Motors Private
Limited, in its Board meeting held on 16^th August,
2024 allotted 4193 equity shares of ?10 each
against intercorporate loan of ?15,00,00,000.

During the reporting period, the company had
given Corporate Guarantee to Banks/Financial
Institutions against loans taken by its subsidiary
companies viz. Popular Auto Dealers Private
Limited, Popular Autoworks Private Limited, Prabal
Motors Private Limited, Kuttukaran Green Private
Limited, Popular Mega Motors (India) Private
Limited, and Kuttukaran Cars Private Limited and
complied with applicable provisions of Section 186
of the Act and has disclosed the details thereof in
the financial statements as provided under Section
186(4)of the Act.

The details of Investments, Loans, Guarantees and
Securities have been disclosed in the Financial
Statements under Schedule 6 and Schedule 36 of
Standalone Financials.

20. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The transactions with related parties are in
compliance with the provisions contained in Section
188(1) of the Act read with Rule 15 of the Companies
(Meetings of Board and its Powers) Rules, 2014.
Information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure B in Form AOC-2 and the
same forms part of this report.

In accordance with the requirements of the Listing
Regulations, the Company has also adopted
Policy on Materiality and dealing with Related
Party Transactions and the same has been placed
on the website of the Company at https://www.
popularmaruti.com/investor-relations/wp-content/
uploads/2024/01/Policy-on-Related-Party-
Transactions.pdf

21. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act read
with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has a Corporate
Social Responsibility (CSR) Committee during the
year under review.

The composition of CSR Committee is as follows:

1. Mr. Francis K. Paul, Chairperson

2. Mr. John K. Paul, Member

3. Mr. Jacob Kurian, Member

4. Mr. Rakesh Kumar Bhutoria, Member

The CSR Policy of the Company is available on
the Company''s web-site and can be accessed in
the link https://www.popularmaruti.com/investor-
relations/wp-content/uploads/2024/01/Corporate-
Social-Responsibility-Policy.pdf

The CSR Committee met twice on 13^th November,
2024 and 26^th March, 2025 during the financial
year under review.

As part of our unwavering commitment to road
safety, and in line with our CSR Policy, our
company has significantly amplified its efforts to
positively impact society through our ongoing
CSR initiative, ''SurakshitMarg''. The CSR initiative,
''SurakshitMarg'', was launched with an aim to foster
a culture of responsible road behavior in school
students. ''SurakshitMarg'' is an ongoing initiative
that will continue until 2028. The CSR obligation
is carried out in collaboration with our group
companies through the implementing agency, the
K. P. Paul Foundation. By conducting a variety of
impactful programs in schools, the initiative aims
to influence students, thereby indirectly fostering
safer road habits within their families and the wider
community. The CSR initiative, ''SurakshitMarg''
is covered under Schedule VII to the Companies
Act, 2013 as notified under General Circular No.
21/2014. For the Financial Year ended 31^st March,
2025, CSR obligation of the Company aggregated
to ?5.45 Millions.

The details of the CSR initiative has been mentioned
in Annexure C which forms part of this Report.

22. CONSERVATION OF ENERGY/ TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (As required under
section 134(3)(m)of Companies Act 2013, read
with Rule 8(3) of Companies (Accounts) Rules,
2014)

The company uses power saving lighting
equipment''s for its office and workshop and saves
power wherever there is scope for energy saving.

No technology absorption has taken place during
the year under consideration.

There was no foreign exchange inflow or outflow
during the year.

23. RISK MANAGEMENT

Your Company has formulated Risk Management
Policy in accordance with the guidelines provided
under the Charter of the Risk Management
Committee of the Board of Directors, and pursuant
to Regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015. The Risk Management Charter and Policy
institutionalize a formal risk management function
and framework consisting of risk management
process, risk governance and communication
structure. The Risk Management policy provides
a structured, consistent, and continuous process
across the whole organization for identifying
and assessing risk, deciding on mitigations, and
reporting on the opportunities and threats that may
affect the achievement of its strategic objectives.
The Company has in place a mechanism to identify,
access, monitor and mitigate various risks to key
business objectives. Major risks identified by
the business and functions are systematically
addressed through mitigating actions on a
continuous basis. The policy formulated in line with
the provisions of the Act and the Listing Regulations
is available on the website of the Company https://
www.popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Risk-Management-
Policy.pdf

The Board in its meeting held on 13^th August
2024 appointed Ms. Jarly Manjesh (Chartered
Accountant), Head-Finance as the Chief Risk
Officer of the Company.

24. VIGIL MECHANISM

Your Company, as required under Section 177 (9)
& (10) of the Companies Act 2013 and Regulation
22 of the Listing Regulations, has established a
Whistle Blower Policy, which enables the Directors
and Employees to report instances of unethical
behaviour, fraud or violation of Company''s Code
of Conduct. The policy provides for direct access
to the Chairperson of the Audit Committee and for
safeguarding the employees and Directors who
raises grievances against victimization. The policy

has been circulated amongst the employees of the
Company working at various locations, divisions/
units. The policy formulated in line with the
provisions of the Act and the Listing Regulations
is available on the website of the Company https://
www.popularmaruti.com/investor-relations/wp-
content/uploads/2024/01/Whistle-Blower-Policy-.
pdf

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out
by SEBI. The Report on Corporate Governance as
required under Regulation 34(3) read with Schedule
V of the Listing Regulations forms part of this Annual
Report. Further as required under Regulation 17(8)
of the Listing Regulations, a certificate from the
Chief Executive Officer and Chief Financial Officer
is annexed with the Corporate Governance Report.

A certificate of Corporate Governance as per
Schedule V of SEBI (LODR) Regulations 2015
as required under Regulation 15(2) of SEBI
(LODR) Regulations 2015, from Mr. Myladoor
Cherian Sajumon, Practicing Company Secretary,
confirming the compliance of the Company with the
conditions of Corporate Governance, as stipulated
under the Listing Regulations, is attached to the
Report of Corporate Governance.

26. MATERIAL ORDERS OF JUDICIAL BODIES/
REGULATORS

During the year under review, there were no
significant or material orders passed by the
regulators, courts or tribunals impacting the going
concern status and the Companies operations in
future.

27. STATUTORY AUDITORS

The members in the 37^thAnnual General Meeting
of the Company had approved the appointment of
M/s BSR & Associates LLP, Chartered Accountants
(Firm Registration No. 116231W/W-100024)
(Peer Review Number: 014196) as the Statutory
Auditors of the Company, for a term of 5 (five)
years to hold office from the conclusion of the
37^th Annual General Meeting until the conclusion of
the 42^nd Annual General Meeting of the Company to
be held in the calendar year 2026.

28. STATUTORY AUDITOR''S REPORT

The Statutory Auditors'' in their Report (Standalone
and Consolidated) for the financial year ending
31^st March, 2025 does not contain any qualification,
reservation or adverse remark.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the
Act read with Rule 9 of Companies (Appointment

and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re¬
enactments) thereof for the time being in force)
and Regulation 24A of the Listing Regulations,
the Board had appointed Mr. Myladoor Cherian
Sajumon(ACS No. 9868; CP No: 2385), Practising
Company Secretary, Kochi as Secretarial Auditor
to conduct Secretarial Audit of the Company for
the financial year ending 31^st March, 2025. The
Secretarial Auditor''s report does not contain any
qualifications, reservations or adverse remarks or
disclaimer.

The Secretarial Audit Report in form MR-3 is
annexed to the Director''s Report as Annexure D.
The secretarial audit report of material subsidiaries,
Popular Mega Motors (India) Private Limited and
Prabal Motors Private Limited is also annexed to
the Director''s Report as Annexure E.

Appointment of Secretarial Auditor

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations,
2024 in the ensuing 41^st Annual General Meeting
of the Company, the appointment of Mr. Myladoor
Cherian Sajumon (ACS No. 9868; CP No: 2385),
Practising Company Secretary, Kochi as Secretarial
Auditor to conduct Secretarial Audit of the
Company for a term of 5 consecutive years from
FY: 2025-26 to FY: 2029-30 is recommended for
approval of shareholders.

30. INTERNAL AUDIT

Company has established a full-fledged internal
audit team headed by Mr. Sojan Chacko, a qualified
Chartered Accountant appointed for a period of
three years w.e.f., 01^st April, 2023 to 31^st March,
2026 pursuant to section 138 of the Companies
Act, 2013. Audit team conducts regular reviews
of the business process, operations and financial
transactions to ensure adequacy and existence
of effective control systems; investigate probable
risks, deviations, fraud or misappropriations.

31. COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARD 1 AND SECRETARIAL
STANDARD 2

In terms of Section 118(10) of the Act, the Company
is complying with the Secretarial Standards
issued by the Institute of Company Secretaries of
India (ICSI) with respect to Meetings of Board of
Directors and General Meetings and such systems
were adequate and operating effectively.

32. ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of
the Act read with Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the
details forming part of the Annual Return of the
Company containing the particulars prescribed,

in Form MGT-7, as on 31^st March, 2024, is made
available on the Company''s website at https://
cdn.teztri.com/PopularMaruti/MGT%207%20
Merged%202023-24_compressed.pdf

The draft of Form MGT-7, as on 31^st March, 2025,
is made available on the Company''s website at
www.popularmaruti.com.

33. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, a detailed Management Discussion
and Analysis Report for the Financial Year under
review is presented in a separate section, forming
part of the Annual Report. The state of the affairs
of the business along with the financial and
operational developments has been discussed in
detail in the Management Discussion and Analysis
Report.

34. BUSINESSRESPONSIBILITYANDSUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing
Regulations, the initiatives taken by the
Company from an environmental, social and
governance perspective for the Financial
Year 2024-25 has been given in the Business
Responsibility and Sustainability Report (BRSR)
as per the format specified by SEBI Circular
no. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated
10^th May, 2021 which forms part of this report as
Annexure F.

35. CREDIT RATING

The Company has obtained Credit Ratings for
outstanding Debt Instruments / facilities amounting
to ? 4,680 Millions. The CRISIL Rating on the Bank
Facilities of the Company for the financial year
ended 31^st March, 2025 was reaffirmed as provided
below via letter date 04^th April 2025:

Long Term Rating CRISIL A/Stable

Short Term Rating CRISIL A1

36. HUMAN RESOURCES MANAGEMENT

Human Resource Department plays a pivotal
role in achieving organizational excellence. Your
Company constantly strives to develop quality
human resources, to meet the challenges of
competitive business environment and to build
critical capabilities in achieving the Company''s
objectives and goals. The Company is continuously
renewing and updating the knowledge and skill of
its employees at all levels through training and
development.

As on 31^st March, 2025, the Company had a head
count of 6164 employees, a decrease of 23 people
over previous year.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
(POSH Act).

The Company has constituted an Internal
Committee as required under the said Act to take
necessary preventive actions as may be possible
and also to carry out redressal of complaints, if any,
on sexual harassment and for matters connected
therewith or incidental thereto. Summary of sexual
harassment complaints received and disposed of
during the financial year 2024-25 are as follows:

Number of complaints received : 1

Number of complaints disposed off : 1

Number of complaints pending : 0

The Committee has submitted the Annual Report
under the POSH Act to the Company and the Board
of Directors took note of the same at their meeting
dated 26^th March, 2025. The report has also been
submitted to the District Officer, pursuant to
Section 21 of the POSH Act, 2013.

38. MATERNITY BENEFIT ACT COMPLIANCE:

Your Company confirms adherence to the
Maternity Benefit Act, 1961 regarding the maternity
leave benefits, work place facilities and the related
provision during the period under review.

39. INDUSTRIAL RELATIONS

During the year under review, the company enjoyed
cordial relationship with workers and employees at
all levels and the Directors thank all the employees
for their continued support, co-operation and
valuable contributions.

40. DISCLOSURE ABOUT THE APPLICATION AS
MADE OR ANY PROCEEDING IS PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE (IBC), 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.

Not applicable

41. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN
THE AMOUNTS OF THE VALUATION EXECUTED
AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THERE OF.

Not applicable

42. ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation
to the shareholders and other stakeholders for
their continued faith in the company and also for
their valuable support.

For and on Behalf of Board of Directors of
Popular Vehicles and Services Limited

Place: Kochi-25 Naveen Philip Francis K. Paul

Date: 14^th August, 2025 Managing Director Whole Time Director

(DIN: 00018827) (DIN: 00018825)

---

Mar 31, 2024

Your Directors are pleased to present the Company''s 40^th Annual Report together with the report of the statutory auditors and the audited financial statements of the Company for the financial year ended 31^st March, 2024.

Business Operational Review

1. FINANCIAL STATEMENTS & RESULTS

Financial Results

a) Standalone Performance

During the year under review, the revenue from operation were at ?26,438.22 million as against ?25,135.66 million in the previous year, recording an increase of 5.18 %. The Profit before Tax was recorded at ?307.79 million in the current year as against ?390.05 million in the previous year, recording a decrease of 21.09%.

b) Consolidated Performance

During the year under review on a consolidated basis, the revenue from operation were at ?56,155.28 million as against ?48,750.02 million in the previous year, recording an increase of 15.19 %. The Profit before Tax was recorded at Rs.977.16 million in the current year as against ?848.67 million in the previous year, recording an increase of 15.14%.

(In INR millions, except earnings per share data)
		Standalone		Consolidated
For the Particulars financial year ended March 31, 2023		For the financial year ended March 31, 2024	For the financial year ended March 31, 2023	For the financial year ended March 31, 2024
Revenue from Operations	25,135.66	26,438.22	48,750.02	56,155.28
Other Income	121.42	177.74	176.26	311.52
Total Revenue	25,257.08	26,615.96	48,926.28	56,466.80
Employee Benefits expense	1,998.99	2,246.06	3,082.06	3,664.59
Finance costs	432.07	552.52	705.34	980.23
Depreciation and amortization expense	455.31	484.99	794.45	919.31
All other expenses	21,980.66	23,040.65	43,495.76	49,941.56
Total Expenses	24,867.03	26,324.22	48,077.61	55,505.69
Profit / (Loss) Before Tax and exceptional item	390.05	291.74	848.67	961.11
Exceptional item	0	16.05	0	16.05
Profit / (Loss) Before Tax	390.05	307.79	848.67	977.16
Tax Expense:
Current Tax	129.32	57.73	240.10	248.58
Deferred Tax	(32.62)	(8.13)	(32.17)	(32.19)
Profit after tax for the year	293.35	258.19	640.74	760.77
Earnings per equity share(in Rs)
Basic	4.68	4.09	10.22	12.05
Diluted	4.68	4.09	10.22	12.05

After the subdivision, the authorized share capital as on 31st March 2024 stood as follows:
PARTICULARS	NO OF EQUITY SHARES AND PER VALUE	AMOUNT
Authorized Share Capital Prior to Sub division	1,50,00,000 (One Crores Fifty Lakhs) equity shares of ? 10 (Rupees Ten Only) each	? 150 million
Authorized Share Capital Post Sub division	7,50,00,000 (Seven Crores Fifty Lakhs) Equity Shares of ? 2/- (Rupees Two Only) each	? 150 million

(ii) Issued, Subscribed and Paid up share Capital

2. TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

3. DIVIDEND

Pursuant to the provisions of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which details the dividend philosophy of the Company, the factors which are considered by the Board while recommending / declaring dividend, suggested band for proposing dividend pay-out, periodicity of dividend, circumstances in which dividend is considered, etc. The said policy is placed on the website of the Company at https:// www.popularmaruti.com/investor-relations/wp-content/uploads/2024/01/Dividend-Distribution-Policy-.pdf

The Board of Directors of your company is pleased to recommend a dividend of ? 0.50 per equity shares of face value of ? 2/- each aggregating to ? 35.6 million, payable to those shareholders whose name appear in the register of members as on the record date i.e., 17^th September, 2024.

4. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE END OF THE FINANCIAL YEAR.

There have been no material changes and commitments which affect 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.

6. CAPITAL & DEBT STRUCTURE

(i) Authorised Share Capital:

During the year under review, there is no change in the Authorised Share Capital of the Company.

However, the Board of Directors at their meeting held on 31^st August, 2023 had considered, approved and recommended for the subdivision of Ordinary (equity) Share of the Company. Accordingly, the shareholders at the Extra Ordinary General Meeting (EGM) held on 08^th September, 2023 had approved to sub-divide 1 (One) fully paid-up Ordinary (equity) Share of the Company having face value of ? 10/- (Rupees Ten) each, into 5 (Five) fully paid-up Ordinary (equity) Shares, having face value of ? 2/- (Rupees two) each with effect from the record date being 08^th September, 2023.

Initial Public Offer of Equity shares, Allotment and Listing

In compliance with the applicable provisions of the SEBI Rules and Regulations, Companies Act, 2013 and Rules made thereunder and other applicable laws in this regard, the Company made an Initial Public Offering (IPO) of 20,395,205 Equity Shares of Face Value ?2/- each ("Equity Shares") for cash at a price of ? 295/-per equity share (including a share premium of ?293/- per equity share) aggregating to ? 6015.54 million comprising of a fresh issue of 8,478,130 Equity Shares aggregating to ? 2,500.00 million ("Fresh Issue") and an offer for sale of 11,917,075 Equity Shares aggregating to ? 3515.54 million by M/s Banyan Tree Growth Capital II, LLC (Investor Selling Shareholder) vide

prospectus dated 14^th March, 2024 pursuant to Section 32 of the Companies Act, 2013. The offer was a 100% Book Built Offer under the SEBI ICDR Regulations. The IPO opened for subscription on 12^th March, 2024 and closed on 14^th March, 2024 (for Anchor Investors offer was opened and closed on 11^th March, 2024). The offer price was fixed at ? 295/- per equity share of Face Value ? 2/- each. Pursuant to the offer, (i) 84,76,753 Equity shares were allotted at the offer price of ? 295/- per share including share premium of ? 293/- per Equity Share under the fresh issue portion of the offer. Out of the aforesaid 84,76,753 Equity Shares, 22,950 Equity Shares were allotted to eligible employees at a discount of ?28 per Equity Share on the offer price and (ii) 11,917,075 Equity shares offered under the Offer For Sale by M/s Banyan Tree Growth Capital II, LLC (Investor

Selling Shareholder) were transferred at the same offer price of ?295/- per Equity share including a share premium of ?293/-per Equity share to the respective applicants in various categories, in terms of the basis of allotment approved in consultation with the authorised representative of National Stock Exchange Limited ("NSE"), the designated stock exchange. The broad details of allotment or transfer and delivery of the aforesaid 20,393,828 Equity Shares under the Offer as per the basis of allotment approved by NSE is as under:

Category	Number of Equity shares Allotted
Anchor Investors	61,07,325
Qualified Institutional Bidders (except Anchor Investors)	49,35,603
Non-Institutional Investors	20,18,050
Retail Individual Bidders	73,09,900
Eligible Employees	22,950
TOTAL	20,393,828

Therefore, as on 31^st March, 2024, the issued subscribed and paid up Share Capital of your Company stood at ? 142.4 million - consisting of 7,11,98,198 Equity shares of ? 2 /- each.

The entire Issued, Subscribed & Paid-up capital of the Company consisting of 7,11,98,198 Equity Shares of the Company with distinctive Numbers 1 to 7,11,98,198 [consisting of IPO Fresh Issue 84,76,753 equity shares plus Prelisting 6,27,21,445 equity shares] were duly listed in the National Stock Exchange Limited ("NSE") and Bombay Stock Exchange Limited ("BSE") and admitted to dealings in the said stock exchanges on 19^th March, 2024 and also communicated to the Company by NSE (Symbol: PVSL) & BSE (Scrip Code: 544144).

Utilization of issue proceeds

The objects of the offer for fresh issue portion excluding general corporate purposes was repayment/pre-payment of certain borrowings availed by the Company and the subsidiaries namely Popular Auto works Private Limited, Popular Mega Motors (India) Private Limited, Kuttukaran Green Private Limited, Kuttukaran Cars Private Limited and Prabal Motors Private Limited.

The subsidiaries received funds from the Company as Inter Corporate Loan with an option to convert it to equity shares under

section 62(3) of the Companies Act, 2013 on the terms as agreed by execution of a Loan Agreement.

Ranking as per Market Capitalization as on 31st March, 2024

As per the market capitalization of listed companies as at the end of 31^st March 2024, your Company has been ranked 993^rd in the top 1000 category.

Payment of Listing Fee:

Your Company has paid the listing fee for the Financial Year 2023- 24 to both the Stock Exchanges BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

7. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend Account of the Company.

8. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The same is available on the website of the Company at https:// www.popularmaruti.com/investor-relations/wp-content/uploads/2024/01/Code-of-practices-and-procedures-for-fair-disclosure-of-UPSI.pdf

9. PREVENTION OF INSIDER TRADING

The Board has formulated a code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines procedures to be followed and disclosures to be

made by the insiders while dealing with shares of the Company and cautioning them on consequences of noncompliances. The same is available on the website of the Company at https://www.popularmaruti.com/investor-relations/wp-content/uploads/2024/01/lnsider-Trading-Policy.pdf

10. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNELa) Board of Directors

As on 31^st March, 2024, the Board of your Company comprised of Seven Directors with Three Executive Directors, one Nominee Director and Three Non- Executive Independent Directors. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

The Board of Directors of the Company as on 31st March, 2024 are as follows:
Name of the director	Designation	DIN
Mr. Naveen Philip	Managing Director	00018827
Mr. John K. Paul	Whole Time Director	00016513
Mr. Francis K. Paul	Whole Time Director	00018825
Mr. Jacob Kurian	Independent Director	00213259
Mr. George Joseph	Independent Director	00253754
Ms. Preeti Reddy	Independent Director	07248280
Mr.Rakesh Kumar Bhutoria	Nominee Director	08449728
None of the Directors of the Company are disqualified under the provisions of the Act.

During the year under review, there was no

changes on the Board of Directors (''Board'')

except as mentioned below;

i) Appointment:

a. Mr. Rakesh Kumar Bhutoria has been appointed as the Nominee Director of the company with effect from 14^th August, 2023 and the appointment was regularized as Director in the Extra Ordinary General Meeting (EGM) held on 21^st August, 2023 to hold office for a period of five years.

b. The Company in the Annual General Meeting held on 18^th August, 2023 reappointed Mr. Francis K. Paul (DIN: 00018825), by a Special Resolution, as Whole time Director of the Company, for a period from 01^st April, 2024 to 31^st March, 2026.

c. Mr. Francis K. Paul (DIN:00018825), Director, who retired by rotation in terms of Section 152 of the Companies Act, 2013 was re-appointed as Director of the Company at the 39^th Annual General Meeting held on 18^th August, 2023.

d. The Shareholders at the 39^th Annual General Meeting held on 18^th August,

2023 re-appointed Mr. John K. Paul as the Whole Time Director of the Company for a period commencing from 01^st April,

2024 till 31^st March, 2026.

e. The Nomination and Remuneration Committee and the Board of Directors

at their meeting held on 11^th January, 2024 considered, approved and recommended for the re-appointment of Mr. Jacob Kurian and Ms. Preeti Reddy, as Independent Directors of the Company. The Company in the Extra Ordinary General Meeting held on 07^th February, 2024, had reappointed Mr. Jacob Kurian (DIN: 00213259) and Ms. Preeti Reddy (DIN: 07248280) as Independent Directors of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) years on the Board of the Company commencing from 16^th January, 2024 upto 15^th January, 2029 (both days inclusive).

ii) Resignation:

Mr. Abhishek G Poddar (DIN: 07143528) the representative/ nominee of M/s BanyanTree Growth Capital II LLC, the private equity investor, had resigned from the Board with effect from 19^th June, 2023.

iii) Retirement by rotation:

In accordance with the Articles of Association, Mr. Naveen Philip, Managing Director (DIN: 00018827) retires by rotation at the ensuing Annual General Meeting. Mr. Naveen Philip, being eligible seeks re-appointment at the ensuing Annual General Meeting. A brief profile and the details as per Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation is produced below:

DETAILS OF DIRECTORS RECOMMENDED FOR RE-APPOINTMENT AS REQUIRED UNDER THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA.
Name of the Director	Mr. Naveen Philip
Brief Profile	Mr. Naveen Philip, Managing Director of the Company has over 27 years of experience in the automobile industry. He is the member of the Federation of Automobile Dealers Association''s Governing Council. Previously he held the position of a manager at Godrej Telecom Limited.
Age	54
Date of First Appointment on the Board	01st April, 2018
Qualifications	Post Graduate Diploma in Management from the Xavier Institute of Management, Bhubaneswar and Bachelor''s Degree in Mechanical Engineering from the University of Calicut.
Nature of expertise, experience in specific functional areas.	Over 27 years of experience in Automobile Industry.
Past Remuneration	Details have been provided in the Corporate Governance Report which forms part of the Annual Report 2023-24.
Terms and conditions of appointment/ reappointment including Remuneration to be paid.	Re-appointment as a Director, liable to retire by rotation.
Number of shares held in the Company including shares held as a Beneficial Owner as on March 31, 2024.	1,45,19,362
Relationship with other Directors / KMPs.	Relative (Nephew) of Mr. Francis K. Paul, Whole Time Director and Mr. John K. Paul Whole Time Director.
Directorships / Committee Membership	Managing Director at Popular Mega Motors (India) Private
and Chairmanship held in other	Limited.
Companies.	Director at Vision Motors Private Limited, Popular Auto Dealers Private Limited, Popular Autoworks Private Limited, Kuttukaran Cars Private Limited, Kuttukaran Green Private Limited, Memorytrain Creatives Private Limited, Bluetimbre Music Private Limited, Keracon Equipments Private Limited, Regiis Insurance Brokers Private Limited and Haeal Enterprises Private Limited.

iv) Appointments post the close of financial year:

a. Re-appointment of Mr. George Joseph:

Mr. George Joseph (DIN: 00253754) was initially appointed as Independent Director for a term of five consecutive years from 01^st July, 2021 till 30^th June, 2026 under the provisions of Sections 149(4), 150, 152 read with Schedule IV of the Companies Act, 2013 ("the Act") and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The initial appointment happened when the Company was an Unlisted Public Company. Subsequent to listing, as the term of Mr. George Joseph was continuing, it was noticed that Mr. George Joseph would attain the age

of 75 years on 26^th April, 2024 and in order to comply with the provisions of Regulation 17(1A) of SEBI (LODR), 2015, Mr. George Joseph vacated the office of Independent Director w.e.f., 26^th April, 2024.

Considering the contributions of Mr. George Joseph during his first term, the Nomination and Remuneration Committee and the Board of Directors in its meeting held on 28^th May, 2024 recommended for appointment for a term of 5 consecutive years from the date of approval of the resolution by members of the Company. The approval of the shareholders was obtained via postal ballot on 11^th July, 2024.

b. Re-appointment of Mr. John K. Paul:

Our Whole Time Director, Mr. John K. Paul was also one of the Directors of Kerala Chamber of Commerce and Industries (KCCI) during the financial years 2012-13, 2013-14 and 2014-15 when KCCI was found in violation of Sections 209(1) and 217(3) of the Companies Act, 1956. He remitted a fine of ? 0.01 million in ST 43/19 and ? 0.005 million in ST 42/19 before the Chief Judicial Magistrate (Economic Offences) Court at Ernakulam for the said violations. However, in terms of Part I of Schedule V to the Companies Act, 2013, the Company had sought the approval of the Central Government for his re-appointment.

However, the applications for his previous appointments were not considered and disposed-off by the Ministry of Corporate Affairs (MCA) vide Letter No E-File No.1/2/2022- DS(CL-VII) MCA dated 29^thApril, 2024.

Consequent to the above, the Board in its meeting held on 28^th May, 2024, based on the recommendation of the Nomination and Remuneration Committee, proposed reappointment of Mr. John K. Paul as Whole-time Director for a further term commencing from 29^th April, 2024 to 31^st March, 2026. Accordingly, the shareholders'' approval by passing special resolution via postal ballot was sought and the same was approved on 11^th July, 2024.

Fresh application for approval in form MR-2 is filed via SRN: AA9448579 dated 25^th July, 2024 which is under the consideration of the Ministry of Corporate Affairs.

b) Key Managerial Personnel

The Key Managerial Personnel of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 are as follows:

Name	Designation
1. Mr. Naveen Philip	Managing Director
2. Mr. John K. Paul	Whole Time Director
3. Mr. Francis K. Paul	Whole Time Director
4. Mr. Raj Narayan	Chief Executive Officer
5. Mr. John Verghese	Group Chief Financial Officer
6. Mr. Varun T.V.	Company Secretary and Compliance Officer
Mr. John Verghese has been designated as Group CFO with effect from 1stApril, 2022, in the meeting of the Board of Directors held on 31st August, 2023.
There is no change in the Key Managerial Personnel (KMP) during the year under review.
In addition, our following Key Managerial Personnel''s of the Company also holds position of Key Managerial Personnel in the Wholly Owned Subsidiary Companies as under:
Sl.No Name	Designation in Subsidiary Name of Subsidiary
1. Mr. Naveen Philip	Managing Director Popular Mega Motors (India) Private Limited
2. Mr. Raj Narayan*	Chief Executive Officer Vision Motors Private Limited
3. Mr. John Verghese	Chief Financial Officer Popular Autoworks Private Limited
4. Mr. Varun T.V.	Company Secretary Popular Autoworks Private Limited
* Mr. Raj Narayan has resigned from the post of Chief Executive Officer of Vision Motors Private Limited on 01st May, 2024.

c) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director.

The Nomination and Remuneration Committee has formulated Nomination, Remuneration and Evaluation Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The Nomination, Remuneration and Evaluation Policy is available on the website of the Company at the link https://www. popularmaruti.com/investor-relations/wp-content/uploads/2024/01/Nomination-and-Remuneration-Policy.pdf

d) Declaration by Independent Directors.

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Jacob Kurian (ii) Ms. Preeti Reddy (ii) Mr. George Joseph are the Independent Directors of the Company as on date of this report. As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs, the status of the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs and a confirmation regarding the payment of fees for the said registration and the timely renewal of registration.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

e) Women Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1) (a) of Listing Regulations, the Company has appointed Ms. Preeti Reddy (DIN: 07248280) as Independent Woman Director of the Company.

f) Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. M. C. Sajumon, Practicing Company Secretary, Cochin, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of the Report of Corporate Governance forming part of this Annual Report.

g) Performance Evaluation

As per Part D of Schedule II SEBI (LODR) Regulations, 2015 read with Regulation 16 of

SEBI (LODR) and as prescribed u/s 149(6) of the Companies Act, 2013, annual evaluation of the performance of the Board, the Directors and its committees was evaluated through an external agency.

The Nomination and Remuneration Committee of the Company had engaged an external agency to carry out the performance evaluation of each individual Director, Committee and Board as a whole. Performance evaluation was carried out through a digital platform, based on a structured questionnaire, formulated taking into consideration the criteria approved by the Nomination and Remuneration Committee.

Evaluation criteria of the Board was made based on the role played by the Board in the governance, overall functioning, evaluating strategic proposals, financial reporting process, internal controls and its effectiveness and review of risk management process. The evaluation of individual Director was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, putting in place internal controls, governance, leadership and talent development and managing external stakeholders. Performance evaluation of various committees of the Board was carried out based on the criteria such as constitution, effective functioning of the committees as per the terms of reference, periodical suggestions and recommendations given by the committees to the Board etc.

h) Familiarization Programme

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Independent Directors about their roles and responsibilities at the time of their appointment through a formal letter of appointment. The draft letter of appointment / re-appointment is available on the website of the Company at www.popularmaruti.com.

11. NUMBER OF MEETINGS OF THE BOARD & ITS

COMMITEES

a) Board meetings

During the financial year ended 31^st March, 2024, the Board of Directors met 9(nine) times on 20^th June, 2023, 14^th August, 2023, 31^st August, 2023, 28^th September, 2023, 11^th January, 2024, 05^th February, 2024, 04^th March, 2024, 14^th March, 2024 and 15^th March, 2024. Requisite quorum was present in all the meetings and the

intervening gap between the meetings is within the period as prescribed under Section 173 (1) of the Companies Act, 2013 and the Listing Regulations. The details of the Board meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board members the facility to participate in the meetings of Board and its committees through Video Conferencing/ Other AudioVisual Means.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on 27^th March, 2024, and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the SEBI (LODR) Regulations, 2015. All the Independent Directors attended the said meeting.

b) Board Committees

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors have constituted various Committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The composition and terms of reference of the Committees, number of meetings held during the year under review and attendance of Directors at the Committee meetings are given in the Report on Corporate Governance forming part of this Annual Report. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

12. PARTICULARS OF REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure A.

In terms of the provisions of Section 197(12) of the

Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid Annexure G. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@popularv. com.

Remuneration received by Managing Director/ Whole Time Director from the holding or Subsidiary Company.

Mr. Naveen Philip, Managing Director (DIN: 00018827) of the company is receiving remuneration including performance incentive from Popular Mega Motors (India) Private Limited, the wholly owned subsidiary of the company.

Wavier of Performance Incentives

The remuneration of the Executive Directors includes payment of performance incentive apart from Salary and Perquisites. The payment of performance incentive to Mr. Naveen Philip, Managing Director, is paid by the wholly owned subsidiary Popular Mega Motors (India) Private Limited. However, the performance incentive for the Financial Year 2023-24 was voluntarily waived by Mr. Naveen Philip, Mr. John K. Paul and Mr. Francis K. Paul vide their letters dated 01^st April, 2024.

Refund made by Executive Directors

The provisions of Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015, relating to the fees or compensation payable to Executive Directors who are Promoters or members of the Promoter Group, if the aggregate annual remuneration to such Directors exceeds 5 per cent of the net profits of the listed entity (in case of more than 1 Executive Director) triggered, post listing of the shares of the Company at stock exchange on 19^th March, 2024.

The excess remuneration paid to the said Directors during the remaining days in the Financial Year 2023-24 (i.e., from 19^th March, 2024-31^st March, 2024) after the Company''s shares were listed on Stock Exchange has been refunded by the Directors as mentioned below:

Executive Directors	Refunded To	Amount (f in Millions)
Mr. John K. Paul	Company	0.065
Mr. Francis K. Paul	Company	0.065
Mr. Naveen Philip	Popular Mega Motors (India) Private Limited (Wholly Owned Subsidiary)	0.065

The Board in its meeting held on 13^th August, 2024 has recommended for approval of members in the ensuing 40^th Annual General Meeting of the Company for payment of remuneration to Executive Directors (who are also Promoters of the company) in excess of the limits specified in Regulation 17 (6) (e) (ii) of SEBI (LODR), 2015 for each of the financial years during their respective tenure of service.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of Section 134 read with sub-section (5) of Section 134 of the Companies Act, 2013, the Directors hereby state and 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) Such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2024 and of the profit of the company for that year;

c) Proper and sufficient care was taken for the

58 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 Annual Accounts of the Company have been prepared on a going concern basis.

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) Internal financial controls were followed by the company and such internal financial controls are adequate and operating effectively.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)

The Company''s Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. The Audit Committee reviews the adequacy and effectiveness of the internal control system and monitors the implementation of audit recommendations. These are routinely tested by Internal Auditors. No significant deficiencies were reported during the test of IFC.

Further, the Statutory Auditors of the Company also reviewed Internal Controls over Financial Reporting of the Company as on 31^st March, 2024, and issued their report which forms part of the Independent Auditor''s report.

15. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors has not reported to the Board under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its Officers or employees.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES During the financial year under report the Company has not entered into or invested in any new Subsidiaries, Joint Ventures and Associates. The details of the Holding and Subsidiary Companies are given below:-
Sl. No.	Name of the Company	Holding/ Subsidiary/ Associate	Applicable Section
1	Popular Mega Motors( India) Private Limited	Wholly owned Subsidiary	2 (87)
2	Popular Autoworks Private Limited	Wholly owned Subsidiary	2 (87)
3	*Vision Motors Private Limited	Wholly owned Subsidiary	2 (87)
4	Popular Auto Dealers Private limited	Wholly owned Subsidiary	2 (87)
5	Kuttukaran Cars Private Limited	Wholly owned Subsidiary	2 (87)
6	Kuttukaran Green Private Limited	Wholly owned Subsidiary	2 (87)
7	Keracon Equipments Private Limited	Wholly owned Subsidiary	2 (87)
8	*Prabal Motors Private Limited	Wholly owned Subsidiary	2 (87)

*Step Down Wholly Owned Subsidiaries of the Company

Material subsidiaries: (i) Popular Mega Motors (India) Private Limited

(ii) Vision Motors Private Limited

Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

The consolidated financial statements of the Companies are prepared in accordance with Indian Accounting

Standards (IND AS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report. Pursuant to 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 Subsidiaries, for the Financial Year 2023-24 is given in Form AOC-1 which forms an integral part of this Annual Report as Annexure F. In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on the Company''s website at https://www.popularmaruti. com/investor-relations/financials/annual-reports/ annual-returns/annual-reports/

Further, the financial statements of the Subsidiaries are also placed on the Company''s website at https:// www.popularmaruti.com/investor-relations/ financials/annual-reports/annual-returns/annual-reports/. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the consolidated financial statements of the Company, audited financial statements in respect of the Subsidiary companies may write to the Company Secretary at [email protected].

ANY REVISION MADE IN FINANCIAL STATEMENTS OR BOARD''S REPORT

The Company has not revised the Financial Statements or Board''s Report in respect of any of the three preceding Financial Years.

17. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

18. DEPOSITS

Your Company has not accepted any public deposits and, as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Thus, no particulars are reported as required under Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

19. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

During the reporting period, the Company had granted Intercorporate Loan to its wholly owned subsidiary Companies Popular Mega Motors (India) Private Limited (? 500 million), Popular Autoworks Private Limited (? 60 million), Kuttukaran Green

Private Limited (? 30 million), Kuttukaran Cars Private Limited (? 70 million) and Prabal Motors Private Limited (? 500 million). The Board of Directors at its meeting held on 15^th March, 2024 agreed to grant inter-corporate loan to the subsidiaries and the Board and Shareholders of the subsidiary Companies at their meeting held on 16^th March, 2024 considered and approved the proposal to avail Intercorporate Loan as aforesaid.

Pursuant to the Letter of Offer dated 22^nd November, 2023 received from the wholly owned Subsidiary Kuttukaran Green Private Limited and subsequent approval of the Finance and Authorization Committee at their meeting held on 27^th November, 2023, the Company had made an investment of ? 5 million by subscribing on rights basis 4,99,950 Equity shares of ? 10/- each of Kuttukaran Green Private Limited, in compliance of Section 186 of the Companies Act 2013.

During the reporting period, the company had given Corporate Guarantee to Banks/Financial Institutions against loans taken by its subsidiary companies viz. Popular Auto Dealers Private Limited, Popular Autoworks Private Limited, Kuttukaran Green Private Limited, Popular Mega Motors (India) Private Limited and Kuttukaran Cars Private Limited and complied with applicable provisions of Section 186 of the Act and has disclosed the details thereof in the financial statements as provided under Section 186(4) of the Act.

After the close of the financial year, pursuant to the Letter of Offer dated 18^th May, 2024 the Company had made an investment of ? 5 millions in its wholly owned Subsidiary Kuttukaran Cars Private Limited by subscribing on rights basis 4,99,999 Equity shares of ? 10/- each in compliance of Section 186 of the Companies Act 2013.

The details of Investments, Loans, Guarantees and Securities have been disclosed in the Financial Statements under Schedule 6 and Schedule 36 of Standalone Financials.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The transactions with related parties are in compliance with the provisions contained in Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on Materiality and dealing with Related

Party Transactions and the same has been placed on the website of the Company at https://www. popularmaruti.com/investor-relations/wp-content/ uploads/2024/01/Policy-on-Related-Party-Transactions.pdf

21. CORPORATE SOCIAL RESPONSIBILITY.

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility Committee during the year under review.

The Committee was reconstituted with the following members on 14^th August, 2023 by inducting Mr. Rakesh Kumar Bhutoria, Nominee Director due to the resignation of Nominee Director, Mr. Abhishek G. Poddar,

1. Mr. Francis K. Paul, Chairperson

2. Mr. John K. Paul, Member

3. Mr. Jacob Kurian, Member

4. Mr. Rakesh Kumar Bhutoria, Member

The CSR Policy of the Company is available on the Company''s web-site and can be accessed in the link https://www.popularmaruti.com/investor-relations/wp-content/uploads/2024/01/Corporate-Social-Responsibilitv-Policy.pdf

The CSR Committee met once on 27^th March, 2024 during the financial year under review.

The Company has initiated activities in accordance with the said Policy, the details of which have been mentioned in Annexure C which forms part of this Report.

22. CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (As required under section 134(3)(m)of Companies Act 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014)

The company uses power saving lighting equipment''s for its office and workshop and saves power wherever there is scope for energy saving.

No technology absorption has taken place during the year under consideration.

There was no foreign exchange inflow or outflow during the year.

23. RISK MANAGEMENT

The Company has formulated Risk Management Policy in accordance with the guidelines provided under the Charter of the Risk Management Committee of the Board of Directors, and pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Charter and Policy institutionalize a formal risk management function and framework consisting of risk management process, risk governance and communication structure. The Risk Management policy provides a structured, consistent, and continuous process across the whole organization for identifying and assessing risk, deciding on mitigations, and reporting on the opportunities and threats that may affect the achievement of its strategic objectives. The Company has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

24. VIGIL MECHANISM

Your Company, as required under Section 177 (9) & (10) of the Companies Act 2013 and Regulation 22 of the Listing Regulations, has established a Whistle Blower Policy, which enables the Directors and Employees to report instances of unethical behaviour, fraud or violation of Company''s Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and for safeguarding the employees and Directors who raises grievances against victimization. The policy has been circulated amongst the employees of the Company working at various locations, divisions/ units. The policy formulated in line with the provisions of the Act and the Listing Regulations is available on the website of the Company https:// www.popularmaruti.com/investor-relations/wp-content/uploads/2024/01/Whistle-Blower-Policy-. pdf

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer is annexed with the Corporate Governance Report.

A certificate of Corporate Governance as per Schedule V of SEBI (LODR) Regulations 2015 as required under Regulation 15(2) of SEBI (LODR) Regulations 2015 from, Mr. M.C. Sajumon, Practicing Company Secretary, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance.

26. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

During the year under review, there were no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status and the Companies operations in future.

27. STATUTORY AUDITORS

The members in the 37^th Annual General Meeting of the Company had approved the appointment of M/s BSR & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024) (Peer Review Number: 014196) as the Statutory Auditors of the Company, for a term of 5 (five) years to hold office from the conclusion of the 37^th Annual General Meeting until the conclusion of the 42^ndAnnual General Meeting of the Company to be held in the calendar year 2026.

28. STATUTORY AUDITOR''S REPORT

The Statutory Auditors'' in their Report (Standalone and Consolidated) for the financial year ending 31^st March, 2024 does not contain any qualification, reservation or adverse remark.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had appointed Mr. M.C. Sajumon, Practising Company Secretary, Kochi as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year ending 31^st March, 2024. The Secretarial Auditor''s report does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Secretarial Audit Report in form MR-3 is annexed to the Director''s Report as Annexure D.

30. INTERNAL AUDIT

Company has established a full-fledged internal audit team headed by Mr. Sojan Chacko, a qualified Chartered Accountant appointed for a period of three years w.e.f., 01^st April, 2023 to 31^st March, 2026 pursuant to section 138 of the Companies Act, 2013. Audit team conducts regular reviews of the business process, operations and financial transactions to ensure adequacy and existence of effective control systems; investigate probable risks, deviations, fraud or misappropriations.

31. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In terms of Section 118(10) of the Act, the Company

is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

32. ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the Annual Return of the Company containing the particulars prescribed, in Form MGT-7, as on 31^st March, 2023, is made available on the Company''s website https://www. popularmaruti.com/investor-relations/wp-content/ uploads/2024/03/Form-MGT_7_2022-23.pdf.

The draft of Form MGT-7, as on 31^st March, 2024, is made available on the Company''s website at www.popularmaruti.com.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report. The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2023-24 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/ CMD2/P/CIR/2021/562 dated 10^th May, 2021 which forms part of this report as Annexure E.

35. CREDIT RATING

The Company has obtained Credit Ratings for outstanding Debt Instruments / facilities amounting to ?4364 Millions. The CRISIL Rating on the Bank Facilities of the Company for the financial year ended 31^st March, 2024 is provided below:

Long Term Rating	CRISIL BBB /Stable
Short Term Rating	CRISIL A2

After the closure of the reporting period, the long term rating awarded to the Company was upgraded to CRISIL A/Stable and the short-term rating was upgraded to CRISIL A1 on ? 4680 Million bank loan facilities of the company as per the letter dated 01^st April, 2024.

36. HUMAN RESOURCES MANAGEMENT

Human Resource Department plays a pivotal role in achieving organizational excellence. Your Company constantly strives to develop quality human resources, to meet the challenges of competitive business environment and to build critical capabilities in achieving the Company''s objectives and goals. The Company is continuously renewing and updating the knowledge and skill of its employees at all levels through training and development.

As on 31^st March, 2024, the Company had a head count of 6187 employees, a decrease of 220 people over previous year.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act).

The Company has constituted an Internal Committee as required under the said Act to take necessary preventive actions as may be possible and also to carry out redressal of complaints, if any, on sexual harassment and for matters connected therewith or incidental thereto. Summary of sexual harassment complaints received and disposed of during the financial year 2023-24 are as follows:

)

No of complaints received : 1

No of complaints disposed off : 1

The Committee has submitted the Annual Report on POSH to the Company and the Board of Directors

took note of the same at their meeting dated 11^th January, 2024. The report has also been submitted to the District Officer, pursuant to Section 21 of the POSH Act, 2013.

38. INDUSTRIAL RELATIONS

During the year under review, the company enjoyed cordial relationship with workers and employees at all levels and the Directors thank all the employees for their continued support, co-operation and valuable contributions.

39. DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

Not applicable

40. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF.

Not applicable

41. ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation to the shareholders and other stakeholders for their continued faith in the company and also for their valuable support.