We are delighted to present on behalf of the Board of Directors, the 32^nd Annual Report of our
Company along with Audited Financial Statements for the Financial Year ended March 31^st, 2025.

1. FINANCIAL HIGHLIGHTS

Your Company's performance for the Financial Year ended on 31^st March, 2025, is summarized as
under: -

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, your Company has achieved Standalone Revenue from operations of
Rs. 16,371.97 Lakhs in F.Y. 2024-25 compared to Rs. 24,344.54 Lakhs in F.Y. 2023-24 and Operational
Profit (PBT) of Rs. 571.83 in F.Y. 2024-25 compared to Rs. 821.61 Lakhs in F.Y. 2023-24. After deduction
of all expenses, the company has earned Net Profit after Tax of Rs. 427.90 Lakhs in F.Y. 2024-25
compared to Rs. 580.53 Lakhs in F.Y. 2023-24.

Your Company has achieved Consolidated Revenue from operations of Rs. 26,295.21 Lakhs in F.Y.
2024-25 compared to Rs. 31,815.51 Lakhs in F.Y. 2023-24 and Operational Profit (PBT) of Rs. 618.80
Lakhs in F.Y. 2024-25 compared to Rs. 884.02 Lakhs in F.Y. 2023-24. After deduction of all expenses,
the company has earned Net Profit after Tax of Rs. 462.98 Lakhs in F.Y. 2024-25 compared to Rs.
627.08 Lakhs in F.Y. 2023-24.

The Company has installed Four S. S. Tig Mill for manufacturing of Stainless-Steel Pipe, having
production capacity of 150 tons per month. It will help the company to generate the revenue of
approx. 30-40 Crores per annum when started.

The revenue from operations of the Company declines in current Financial Year. However, Company's
Profit after Tax (PAT) increased by 0.21% as compare to the previous Financial Year.

The reasons for decline in revenue from operation are notable decline in market price of the product
by 12% to 15% compare to the FY 2023-24 and due to natural calamities, some orders were
postponed during the latter half of the FY 2024-25 and hopefully it is expected that most of these
postponed orders will be revived in FY 2025-26.

The Board of Directors expect good sales visibility and remain confident of achieving stronger revenue
growth and higher profitability in the coming years.

3. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014
framed there under and pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015, your Company
has prepared consolidated financial statements of the Company.

The Audited Consolidated Financial Statements together with the Independent Auditor's Report
thereon forms part of this Annual Report.

4. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT
VENTURES

M/s. Auro Industries Limited continues to be the subsidiary of your company by way of composition
of common Board of Directors through virtue of control and hence minority interest was not
computed as there is no direct/indirect investment in the subsidiary company by the parent
company.

The particulars as required under the provisions in respect to the details of subsidiary, associate and
joint venture companies, are furnished in Form AOC 1 enclosed as "Annexure - I" which forms part
of this Report.

5. DIVIDEND

With a view to use the internal accruals for growth of the Company and to strengthen the financial
position of the company, your directors do not recommend any dividend for the year under Report.

6. TRANSFER TO RESERVES

Pursuant to the provision of section 134(3) (j) of The Companies Act, 2013, no amount is transferred
to General Reserves account of the Company during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS
REPORT

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the date of the Balance Sheet and the date of this Report.

8. WEBSITE

In pursuance of Regulation 46 of SEBI (LODR) Regulations, 2015, your company is maintaining a
functional website. All the requisite details, policies and other information are placed on the website
of the Company. The website of the company is www.auroimpex.com.

9. DEPOSITS

During the Financial Year under review, the Company has neither invited nor accepted or renewed
any deposit from public, shareholders or employees and no amount of principal or interest on
deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73
to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

10. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the Financial Year
ended March 31, 2025.

11. CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY

a. AUTHORISED SHARE CAPITAL AND CHANGES THEREON, IF ANY

The Authorised Share Capital of the Company is Rs. 14,00,00,000 (Rupees Fourteen Crore) divided
into 1,40,00,000 (One Crore Forty Lakhs) Equity shares of ^ 10/- (Rupees Ten Only) each.

There have been no changes in Authorised Share Capital during the Financial Year 2024 - 2025.

b. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AND CHANGES THEREON, IF ANY

The Issued, Subscribed and Paid-up Share capital is ^ 12,20,08,000 (Twelve Crore Twenty Lakh
Eight Thousand) Equity Shares divided into 1,22,00,800 (One Crore Twenty-Two Lakhs Eight
Hundred) Equity Shares of ^ 10/- each.

c. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/CONVERTIBLE WARRANT,
STOCK OPTIONS OR SWEAT EQUITY

During the year under review, the Company has neither issued shares with differential voting
rights / convertible warrant nor has granted any stock options or sweat equity.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company has not given any loan, guarantee/ security or made any investments as prescribed
under Section 186 of the Companies Act, 2013 during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION
188 OF THE ACT

During the Financial Year ended March 31^st 2025, all transactions with the Related Parties as defined
under section 188 of the Act read with rules framed there-under were in the 'ordinary course of
business' and 'at arm's length' basis.

During the year under review, the Company did not enter into any Related Party Transactions which
require prior approval of the Members. All Related Party Transactions of your Company had prior
approval of the Audit Committee and the Board of Directors. During the year under review, there has
been no materially significant Related Party Transactions having potential conflict with the interest of
the Company.

Subsequently, the Audit Committee have reviewed the Related Party Transactions on a periodic basis.

Particulars of contracts or arrangements with related parties referred in section 188(1) of the Act is
enclosed herewith in Form No AOC 2 as "Annexure - II"

Necessary disclosures required under the AS-18 have been made in Note No. 29 of the Notes to the
Financial Statements for the Financial Year ended March 31^st, 2025.

14. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals
impacting the going concern status and Company's operations in future.

15. PARTICULAR OF DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS

The Board plays a crucial role in overseeing how the management serves the short- and long-term
interests of shareholders and other stakeholders. This belief is reflected in our governance practices,
under which we strive to maintain an effective, informed and independent Board of Directors and
keep our governance practices under continuous review.

As on March 31^st, 2025, The Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors and cost. The Company's Board Members are from
diverse backgrounds with skills and experience in critical areas like Banking, Finance, Technical &
Taxation, etc. Further, all Independent Directors are persons of eminence and bring a wide range of
expertise and experience to the board thereby ensuring the best interests of stakeholders and the
Company.

The details of composition of the Board as on March 31^st, 2025 along with the number of Directorship,
Committee Chairmanship and Membership held by them in other Companies are given herein below:

Pursuant to the provisions of Section 152(6) and other applicable provisions of The Companies Act,
2013, Mrs. Vanshika Jain (DIN- 07022384) is liable to get retired by rotation, and being eligible has
offered herself for reappointment at the ensuing 32^nd AGM of the Company.

The Board recommends her re- appointment for consideration by the Members of the Company at
the 32^nd Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice
convening the AGM.

KEY MANAGERIAL PERSONNEL

Mr. Rahul Choudhury has been appointed as the Company Secretary & Compliance Officer of the
Company with effect from 9^th April, 2025 and Mr. Raghav Jhunjhunwala had resigned with effect from
close of business hours on 31^st January, 2025.

Mr. Kalyan Kumar Das is acting as the Chief Financial Officer of the Company since 16^th December,
2022 and continues to act so.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

Pursuant to the provisions of sub-section (7) of Section 149 of The Companies Act, 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfill the
criteria of Independence as specified in Section 149(6) of The Companies Act, 2013.

The Independent Director has complied with the Code of Conduct for Independent Directors as
prescribed in Schedule IV of the Act.

17. DISCLOSURE ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING OTHER
MATTERS PROVIDED UNDER SECTION 178(3)

the Company has formulated and adopted a policy on directors appointment and remuneration
including other matters provided under section 178(3). The policy is hosted on the website of the
Company at https://www.auroimpex.com.

18. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON -
DISQUALIFICATION OF DIRECTORS

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or
reappointed and has noted that none of the Directors are disqualified under section 164(2) of The
Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/ brochures, reports and internal policies
to enable them to familiarize with the Company's procedures and practices. The same has been
uploaded on the website of your Company i.e. www.auroimpex.com.

20. BOARD MEETINGS

Dates for the Board Meetings are decided well in advance and communicated to the Directors. Board
Meetings were held at the Registered Office of the Company. Additional meetings of the Board to
address specific needs of the Company are held as and when deemed necessary by the Board. In case
of any exigency/ emergency, resolutions are passed by circulation.

The intervening period between two Board meetings is well within the maximum gap as prescribed
under Regulation 17(2) of SEBI Regulations, The Companies Act, 2013 and Secretarial Standard 1
issued by ICSI. The date of the Board meetings and attendance of Directors there at are as follows:

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the Board
of Directors:

RESOLUTION PASSED BY CIRCULATION

During the year, the resolutions were passed by circulation for the dates 28^th may 2024, 20^th August
2024 and 27^th December 2024 and noted in the next board meeting.

21. INDEPENDENT DIRECTOR MEETINGS

The Independent Directors of the company are:

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the
Independent Directors:

22. COMMITTEE MEETINGS

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholder's Relationship Committee; and

4. IPO Committee

In addition to these committees, our Board of Directors may, from time to time, constitute committees
for various other functions.

1. Audit Committee

The Audit Committee was constituted by a meeting of the Board held on January 16^th, 2023. The
members of the Audit Committee are:

The Company Secretary of your Company shall serve as the secretary of the Audit Committee.

The scope and functions of the Audit Committee are in accordance with Section 177 of the
Companies Act and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements)
Listing Regulations.

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the Audit
Committee:

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a meeting of the Board held
on January 16^th, 2023. The members of the Nomination and Remuneration Committee are:

The Company Secretary of your Company shall serve as the secretary of the Nomination &
Remuneration Committee.

The scope and functions of the Nomination and Remuneration Committee are in accordance with
Section 178 of The Companies Act and Regulation 19 of the SEBI Listing Regulations.

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the
Nomination and Remuneration Committee:

3. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee was constituted by a meeting of the Board held on
January 16^th, 2023. The members of the Stakeholders' Relationship Committee are:

The Company Secretary of your Company shall serve as the secretary of the Stakeholders'
Relationship Committee.

The scope and functions of the Stakeholders' Relationship Committee are in accordance with Section
178 of The Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the
Stakeholders' Relationship Committee:

4. IPO Committee

The IPO Committee was constituted by a meeting of the Board held on 1^st November, 2022. The
members of the IPO Committee are:

Following is the detail of date of meeting and the Attendance of Directors at the meeting of the IPO
Committee:

23. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

Pursuant to Section 177(9) & (10) of The Companies Act, 2013, our Company has established a vigil
mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine
concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing
mechanism not only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Chairman of the Audit
Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded
complete protection from any kind of unfair treatment or victimization.

No adverse reporting has been made by the Auditors or any other person against the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.auroimpex.com.

24. NOMINATION AND REMUNERATION POLICY

In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration
Policy.

The Policy may be accessed on the Company's website at www.auroimpex.com.

25. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own
performance, the directors individually as well the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder committee, including the Chairperson of the Board who were
evaluated on parameters such as level of engagement and contribution and independence of
judgment thereby safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation of the
Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.

26. CORPORATE SOCIAL RESPONSIBILITY

The company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
As per sub section 9 of Section 135 of Companies Act, 2013 where the amount to be spent by the
company under sub-section 5 of Section 135 does not exceed Rs. 50 lakhs the requirement under
sub-section 1 of Section 135 of Companies Act, 2013 for constitution of the Corporate Social

Responsibility Committee is not applicable and the functions of CSR Committee is discharged by the
Board of Directors of the Company.

Accordingly, the requirement for constitution of CSR Committee is not applicable to your Company
and the functions of CSR Committee are discharged by the Board of Directors.

Annual Report on Corporate Social Responsibility Activities during the year is enclosed as "Annexure
- III" of this report in the format prescribed in The Companies (Corporate Social Responsibility Policy)
Rules, 2014.

27. RISK MANAGEMENT

The Board has adopted steps for framing and implementing the risk management plan (Policy) for
the company. The main objective of this policy is to ensure sustainable business growth with stability
and to promote a proactive approach in reporting, evaluating and resolving risks associated with the
business.

The Company has devised a Risk Management policy which is uploaded at its website
www.auroimpex.com.

28. EXTRACTS OF ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 is posted on Company's
website at www.auroimpex.com.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management Discussion and Analysis Report for the year under review as stipulated under Listing
Regulations is presented in a separate section forming part of this Report in "Annexure - IV"

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company does not fall under Top 1000 listed entities based on market capitalization. Hence, the
Business Responsibility and Sustainability Report for the financial year, as stipulated under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not attached to
this Annual Report.

31. STATUTORY AUDITOR'S & AUDITOR'S REPORT THEREON:

M/s. Rajesh Jalan & Associates, Chartered Accountants (FRN: - 326370E), Statutory Auditors of the
Company have tendered their resignation vide their letter dated 14^th November, 2024 informing their
inability to continue as the Statutory Auditors of the Company. This has resulted into a casual vacancy
in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies
Act, 2013.

The Board of Directors of the Company at the Board Meeting held on 13^th December, 2024
recommends the appointment of M/s Jain Sonu & Associates (FRN: - 324386E) as the Statutory
Auditors of the Company. Further shareholders on the meeting held on 8^th March, 2025 approved the
appointment of M/s Jain Sonu & Associates from the conclusion of this General Meeting till the
ensuing Annual General Meeting for the Financial Year 2024-25 and eligible for re-appointment for a
term of Five (5) years from the conclusion of this Annual General Meeting (AGM) till the conclusion of
the 37^th AGM of the Company to be held in the year 2030.

AUDITORS REPORT

The Auditors' report along with Notes on Accounts is self-explanatory and therefore, does not call for
any further comment under section 134(3) of The Companies Act, 2013.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor's
report.

32. SECRETARIAL AUDITOR

The Board of the company in compliance with section 204 of the Act read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has appointed
M/s M Rathi & Co, Company Secretaries, Kolkata as the Secretarial Auditor to conduct the audit of
the secretarial records of the company for the Financial Year 2024-2025.

An Audit Report issued in form MR-3 by M/s. M Rathi & Co, Company Secretaries, in respect of the
Secretarial Audit of the Company for the Financial Year ended on March 31, 2025, is attached as
"Annexure - V" to this Report. The report doesn't contain any reservation, qualification or adverse
remark.

During the Financial Year 2024-2025, no fraud was reported by the Secretarial Auditor of the
Company in their Audit Report.

The Board has re-appointed M/s M Rathi & Co, Company Secretaries, as Secretarial Auditors, to
conduct the secretarial audit of the Company for consecutive five years from the Financial Year 2025¬
26 to 2029-30. They have confirmed that they are eligible for the said appointment.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the
Auditor's report.

33. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of The Companies Act, 2013 & the rules made there under
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the
Board of directors of the company on recommendation of Audit Committee had appointed M/s R
Das & Associates (having FRN: 318161E), Chartered Accountants, Kolkata as Internal Auditors of the
Company for the Financial Year 2024-2025.

During the period under review, M/s R Das & Associates performed the duties of internal audit of the
Company and their report has been reviewed by the Audit Committee and recommends actions to
be taken pursuant to the observations and findings of the auditors.

The Board has re-appointed M/s R Das & Associates (having FRN: 318161E), Chartered Accountants,
Kolkata as Internal Auditors, to conduct the internal audit of the Company for the Financial Year 2025¬
2026. They have confirmed that they are eligible for the said appointment.

34. COST AUDITOR & MAINTAINENCE 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 required to maintain
Cost Records under said Rules.

The Board of Directors removed the Cost Auditors M/s. B. Saha & Associates, Cost Accountants (Firm
Reg. No. 1001040), and appointed M/s. A. Banerjee & Associates, Cost Accountants (Firm Reg.
No.100288) as the Cost Auditors of the Company to conduct audit of cost records made and
maintained by the company for the Financial Year 2024-25.

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

The particulars as required under the provisions of Section 134 (3) (m) of The Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure - VI"
which forms part of this Report.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is applicable to the Company and is enclosed as "Annexure - VII".

37. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year.
The Directors of your Company wish to place on record their appreciation for the excellent team spirit
and dedication displayed by the employees of the Company.

38. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all
our Stakeholders. The operations of the Company are conducted in such a manner that it ensures
safety of all concerned and a pleasant working environment. The Company strives to maintain and
use efficiently limited natural resources as well as focus on maintaining the health and well-being of
every person.

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the company has in place a policy on prevention of sexual harassment at
work place.

The Company has constituted the Internal Complaint Committee (ICC) under Prevention of Sexual
Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints
related to sexual harassment.

The ICC includes Ms. Moumita Das as Presiding Officer, Mrs. Kumkum Rathi as External Member and
Mr. Kalyan Kumar Das as Internal Member.

The following is the summary of sexual harassment complaints received and disposed of during the
year:

40. Compliance of the provisions of relating to the Maternity Benefit Act, 1961

The company has complied with the provisions of relating to the Maternity Benefit Act, 1961.

41. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS

Your Directors confirms that pursuant to Section 118 (10) of The Companies Act, 2013, applicable
Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General
Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly
complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all Applicable
Secretarial Standards and that such system is adequate and operating effectively.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

The Company is well equipped with internal financial controls. The Company has continuous
monitoring mechanism which enables the organization to maintain the same standards of the control
systems and help them in managing defaults, if any, on timely basis because of strong reporting
mechanisms followed by the Company.

43. INSOLVENCY AND BANKRUPTCY CODE 2016

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section 143(12) of The Companies Act, 2013,
including rules made thereunder during the current Financial Year.

45. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of The Companies Act, 2013 ('the Act'), with respect to Directors
Responsibility Statement it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures.

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year and of the profit and loss of the
Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets
of the Company and preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the Financial Year ended March 31, 2025, on
a going concern basis;

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

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

46. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year, your Company was not required to transfer any amount to the Investor Education
and Protection Fund.

47. CORPORATE GOVERNANCE

Since the company is listed on the NSE Emerge Platform, the requirement of with respect to Corporate
Governance provision as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,

26A, 27 and clause (b) to (i) and (t) of Sub- regulations (2) of Regulation 46 and para C, D and

E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
shall not applicable on the company.

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During the Financial Year under review, no such instances took place.

49. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, customers, dealer, agents, suppliers, Bankers, regulatory bodies and
other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers, and staff, resulting in successful performance of the Company
during the year. Your directors look forward to the continued support of all stakeholders in the future.

On behalf of the Board of Directors of
Auro Impex & Chemicals Limited

Sd/- Sd/-

MADHUSUDAN GOENKA PRAVEEN KUMAR GOENKA

Managing Director Whole Time Director

DIN:00146365 DIN:00156943

Dated: - 21.08.2025
Place: - Kolkata