To,

The Members,

Popular Vehicles and Services Limited

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 Rs 25,769.00 million as against Rs26,438.22 million in the previous year, recording a decrease of 2.53%. The loss was recorded at Rs 336.17 million in the current year as against profit of Rs258.19 million in the previous year.

b) Consolidated Performance

During the year under review on a consolidated basis, the revenue from operation were at Rs 55,412.29 million as against Rs56,155.28 million in the previous year, recording a decrease of 1.32%. The loss was recorded at Rs 104.63 million in the current year as against profit of Rs760.77 million in the previous year.

(In INR millions, except earnings per share data)

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 Rs15,00,00,000, and the paid-up equity share capital of the Company was Rs14,23,96,396 consisting of 71198198 equity shares of face value Rs2/- 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 Rs210 million to Rs195 million. Surplus of Rs15.10 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:

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:

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 Rs 10,000/- in ST 43/19 and Rs5,000/- 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 reappointment.

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.

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.

Table: Committee Details of Mr. Neeraj Jain

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:

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:

*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 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 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:-

*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 cs@popularv.com.

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 Rs60 million and Kuttukaran Cars Private Limited amounting to Rs10 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 Rs5 million by subscribing on rights basis 4,99,999 Equity shares of Rs10/- 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 Rs10 each against intercorporate loan of Rs1,00,00,000. 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 Rs10 each against intercorporate loan of Rs5,00,00,000. The wholly owned subsidiary, Prabal Motors Private Limited, in its Board meeting held on 16^th August, 2024 allotted 4193 equity shares of Rs10 each against intercorporate loan of Rs15,00,00,000.

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 Rs5.45 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 reenactments) 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 Rs 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.