Amanaya Ventures Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 17th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE

The financial performance of the Company during the year ended 31st March, 2026 as compared to the previous year is summarised below:

(Rs. in Thousands)

Particulars	2025-26	2024-25
Revenue from Operations	8,47,527	3,95,191
Other Income	281	210
Total Income	8,47,808	3,95,401
Profit Before Tax & Exceptional Items	2,889	4,029
Add/(Less): Exceptional Items	0.00	0.00
Profit Before Tax	2,889	4,029
Less: Tax Expenses
Current Tax	770	1,120
Deferred Tax (Asset)	(4)	(9)
Net Profit After Tax	2,123	2,918

2. REVIEW OF OPERATIONS

During FY 2025-26, your Company delivered a landmark revenue performance, with Total Income crossing Rs. 8,47,808/- thousands — registering a growth of over 114.5% over the previous years Total Income of Rs. 3,95,401/- thousands. This exceptional revenue scale-up was driven by a substantial expansion in physical bullion and jewellery trading volumes and the strategic commencement of derivatives and securities operations, reflecting the Companys growing market presence and the robust demand for physical gold and silver during a year of record global gold prices.

However, Net Profit After Tax for the year moderated to Rs. 2,123/- thousands as compared to Rs. 2,918/- thousands in the previous year. The Board considers it appropriate to draw the Members attention to the two principal factors that impacted profitability, both of which are structural and well within managements awareness:

(i) Impact of Net Realisable Value (NRV) Adjustment on Inventories:

In compliance with Ind AS 2 - Inventories, the Companys gold bullion, silver bullion, jewellery, and securities are mandatorily carried at the lower of cost or Net Realisable Value (NRV). During FY 2025-26, global precious metal markets experienced unprecedented price volatility - with the international gold price touching an all-time high of US$5,405/oz in January 2026 before undergoing a significant correction in subsequent months. This price trajectory created conditions where certain inventory positions, acquired at elevated cost levels prior to the correction, were required to be marked down to their NRV as at 31st March, 2026, which was lower than their historical cost.

This mandatory accounting adjustment under Ind AS 2, while representing a non-cash charge and not reflecting any physical loss of inventory or diminution in the underlying commercial value of the Companys bullion holdings, had a measurable impact on the gross margin and consequently the reported Net Profit for the year. The Statutory Auditors have examined and validated the appropriateness of the NRV-based valuation as a Key Audit Matter in their report. The Board notes that this impact is transient in nature and does not affect the underlying operational strength or the asset quality of the Companys inventory.

(ii) Strategic Market Development and Distribution Investments:

In line with the Boards long-term vision to establish Amanaya Ventures Limited as a leading, compliance-first physical bullion platform in India, the Company made deliberate and substantial investments during FY 2025- 26 in expanding its distribution ecosystem, deepening its dealer network, and building the operational capabilities required to support the next phase of growth.

Other Expenses increased from Rs. 3,057/- thousands to Rs. 5,119/- thousands during the year. This reflects, inter alia, a significant step-up in dealer incentivisation programmes (Incentives: Rs. 1,628/- thousands vs Rs. 335/- thousands in the prior year), enhanced bullion processing and fulfilment capabilities through job work arrangements (Job Work Charges: Rs. 1,172/- thousands vs Rs. 177/- thousands), and an expansion of logistics and distribution infrastructure through higher freight, travel, and communication expenditure. These are not discretionary spends but foundational investments in the Companys AVL Bullion Dealer Programme and Aurel brand ecosystems, which are expected to generate significant operating leverage and improved margins as the platform matures.

Of particular strategic significance, the step-up in Job Work Charges directly reflects the manufacturing and finishing investments made in developing and scaling the Companys flagship consumer brand — Aurel Forever Yours! The distinctive heart-engraved design on Aurels 24K gold and silver bars has emerged as a powerful brand differentiator, resonating deeply with customers seeking not merely a commodity but a product of craftsmanship, identity, and emotional value. During FY 2025-26, Aurel Forever Yours! branded gold and silver bars — characterised by their signature heart engraving — contributed approximately 20% of total transaction value, as an increasingly discerning customer base sought out the Aurel brand by name. This organic brand pull, evidenced by customers specifically requesting the heart-engraved Aurel bars across retail and B2B channels, validates the Companys brand-led bullion strategy and signals a meaningful shift from commodity trading toward branded, premium physical bullion — a transition the Board believes will be the defining competitive advantage of the Company in the years ahead.

The Board is of the considered view that both the above factors - the transient NRV accounting impact and the deliberate growth investments - are well-managed, fully understood, and entirely consistent with the Companys medium-term strategy. With a zero-debt balance sheet, growing branded plan subscriber base, a strengthened B2B dealer network, and the structural tailwind of record gold prices driving Indian physical investment demand, your Company is strongly positioned for sustained profitable growth in the years ahead.

The detailed performance of the Company has been discussed in the Management Discussion and Analysis Report, forming part of this Annual Report.

3. TRANSFER TO RESERVES

During the year under review, your Directors have not proposed to transfer any amount to Reserves. The entire surplus has been retained in the Statement of Profit and Loss as Retained Earnings.

4. DIVIDEND

During the year under review, in order to conserve resources for operational growth and future expansion initiatives, your Directors have not recommended any Dividend on the Equity Shares of the Company. The Board remains committed to delivering long-term value to its shareholders and will review the dividend policy as the Companys profitability and cash generation strengthens.

5. DEPOSITS

During the year under review, your Company has neither invited, accepted, nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no deposits which are overdue or unclaimed as at 31st March, 2026.

6. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2026 shall be filed with the Registrar of Companies and made available on the Companys website at https://www.amanaya.in/financials/ upon filing.

7. BOARD OF DIRECTORS

The following Directors constituted the Board of your Company as on 31st March, 2026:

• Mrs. Rajni Mahajan (DIN: 02463524) - Managing Director

• Mr. Manan Mahajan (DIN: 02217914) - Whole Time Director & CFO

• Mr. Bikram Singh Rana (DIN: 07767074) - Non-Executive Independent Director

• Mr. Harvinder Singh Dhami (DIN: 02119042) - Non-Executive Independent Director

• Mr. Naveen Gupta (DIN: 09684403) - Non-Executive Independent Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Manan Mahajan (DIN: 02217914), Whole Time Director & CFO of the Company, is liable to retire by rotation at the ensuing 17th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Brief particulars of Mr. Manan Mahajan, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are annexed to the Notice of the Annual General Meeting.

The details of all Directors, including their dates of appointment, are as under:

S.No.	DIN	Name	Designation	Date of Appt	Date of Resignation
1	02463524	Rajni Mahajan	Managing Director	18/02/2019	—
2	02217914	Manan Mahajan	Whole Time Director & CFO	27/02/2009	—
3	02119042	Harvinder Singh Dhami	Non-Executive Independent Director	08/06/2022	—
4	07767074	Bikram Singh Rana	Non-Executive Independent Director	06/07/2022	—
5	09684403	Naveen Gupta	Non-Executive Independent Director	25/07/2022	—

8. KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, your Company has the following Key Managerial Personnel (KMP) as required under Section 203 of the Companies Act, 2013:

• Mrs. Rajni Mahajan (DIN: 02463524) - Managing Director

• Mr. Manan Mahajan (DIN: 02217914) - Whole Time Director & Chief Financial Officer

• Mrs. Gurpreet Kaur (ACS: A41866) - Company Secretary & Compliance Officer

There has been no change in the Key Managerial Personnel during the financial year under review.

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAMME

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations, 2015. The Board relies on the declarations of independence provided by the Independent Directors.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, 2015, the Company has formulated and implemented a Familiarisation Programme for Independent Directors, covering the Companys business model, nature of the industry, roles, rights and responsibilities of Independent Directors, and other relevant matters. The details of the Familiarisation Programme are available on the Companys website at https://www. amanaya. in/policies-and-codes.

In the considered opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise, and experience relevant to the industry in which the Company operates.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby confirm that:

• in the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable Accounting Standards (Ind AS) have been followed and no material departures have been made therefrom;

• appropriate accounting policies have been selected and applied consistently; and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for that period;

• proper and sufficient care has been taken 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 for preventing and detecting fraud and other irregularities;

• the Annual Accounts have been prepared on a going concern basis;

• the proper internal financial controls have been laid down and are adequate and were operating effectively; and

• proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any Loans, Guarantees or made any Investments falling within the purview of Section 186 of the Companies Act, 2013. The Company continues to maintain a clean, zero-leverage balance sheet, with no external borrowings or contingent financial commitments outstanding as at 31st March, 2026.

12. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2025-26, 5 (Five) meetings of the Board of Directors were held. The intervening gap between any two consecutive meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Notices along with the Agendas and supporting notes were circulated to all Directors well in advance of each meeting. The details of Board meetings held and attendance of Directors thereat are provided in the Corporate Governance Report forming part of this Annual Report.

13. MEETINGS OF MEMBERS

During the financial year under review, the 16th Annual General Meeting (AGM) of the Company was held on 29th September, 2025. No Extra-Ordinary General Meeting (EGM) was held during FY 2025-26. No Postal Ballot was conducted during the financial year.

14. COMMITTEE MEETINGS

The details pertaining to the composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and all meetings held during the year 2025-26 are included in the Corporate Governance Report forming part of this Annual Report. During the year, all recommendations made by the Audit Committee were duly considered and accepted by the Board of Directors.

15. BOARD EVALUATION

In line with the Corporate Governance Guidelines of the Company and the requirements of the Companies Act, 2013 and SEBI LODR Regulations, 2015, an Annual Performance Evaluation was conducted for all Board Members, Board Committees, and the Board as a whole. The evaluation framework was designed in consonance with the Guidance Note on Board Evaluation issued by SEBI in January 2017.

The performance of the Chairman of the Board was reviewed by the Independent Directors, taking into account the views of the Executive Directors. Parameters considered included leadership quality, vision, strategic direction, and adherence to corporate governance practices.

The Boards evaluation was based on criteria including composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of executive performance, succession planning, and strategic oversight.

Evaluation of individual Directors was based on parameters such as participation and contribution in Board and Committee meetings, representation of shareholder interests, enhancement of shareholder value, and quality of governance and strategic guidance provided to management.

The evaluation of Committees was based on criteria including adequacy of independence, frequency and effectiveness of meetings, quality of advice and recommendations provided to the Board, and fulfilment of mandate. The Board has noted areas for enhanced focus and continuous improvement.

16. PREVENTION OF INSIDER TRADING

The Company has adopted and implements a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by Directors, Designated Employees, and other Designated Persons of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits purchase or sale of shares by Directors and Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) and during the period when the Trading Window is closed. The Board of Directors is responsible for the implementation of the Code. All Directors and Designated Employees have confirmed compliance with the Code during FY 2025-26.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are as under:

a. Conservation of Energy:

i. The Company is primarily engaged in trading activity; accordingly, no significant energy consumption activities are involved in its core operations. However, the Company has taken requisite steps towards energy efficiency, including use of LED lighting across its back-office and administrative areas.

ii. The steps taken by the Company for utilising alternate sources of energy: The Company presently uses electricity as its main source of energy and has not adopted any alternate source of energy. The Company will continue to evaluate energy-efficient options as it expands its operational footprint.

iii. The capital investment on energy conservation equipment: Nil.

b. Technology Absorption:

iv. The efforts made towards technology absorption: During FY 2025-26, the Company continued to invest in digital platforms including the Aurel Bullion App, the e-commerce website aureljewels.com, and Aurel Bullion Pro - Indias first ChatGPT-powered bullion assistant. These digital assets constitute the Companys technology infrastructure for B2B and B2C market engagement.

v. Benefits derived: Expanded digital reach, improved customer engagement, enhanced operational transparency and compliance tracking across bullion transactions.

vi. Imported technology (last three years): N.A. No foreign technology has been imported.

vii. Expenditure incurred on Research & Development during FY 2025-26: NIL.

c. Foreign Exchange Earnings and Outgo:

During the year under review, the Foreign Exchange earnings of the Company amounted to Rs. 209.4 thousands through export of jewellery, leveraging Indias trade agreements including CEPA with UAE. The Company has not incurred any expenditure in Foreign Exchange during the year.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an Internal Control System commensurate with the size, scale, and complexity of its operations. The scope and authority of the Internal Audit function is well defined. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures, and policies across all functions.

Significant audit observations and corrective actions recommended are presented to the Audit Committee of the Board, which reviews and monitors the implementation status. The Statutory Auditors have reviewed the internal financial controls over financial reporting and, in their report for FY 2025-26, have confirmed that the Company has, in all material respects, an adequate internal financial controls system, and such controls were operating effectively as at 31st March, 2026.

Further, as required under applicable provisions, the Companys accounting software maintained an uninterrupted audit trail (edit log) throughout FY 2025-26 for all relevant transactions, and no instance of the audit trail being tampered with was noted during the year.

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has adopted a Vigil Mechanism / Whistle Blower Policy in accordance with Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, the Company encourages its employees and Directors to report any fraudulent financial or other information to the stakeholders, and any conduct resulting in violation of the Companys Code of Business Conduct, to the management (on an anonymous basis, if so desired). The Company has prohibited discrimination, retaliation, or harassment of any kind against any person who, based on a reasonable belief, reports such conduct or participates in any investigation. No personnel have been denied access to the Audit Committee during FY 2025-26. The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at https://www.amanaya.in/policies-and-codes.

20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board has framed a policy for the selection, appointment, and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors. Detailed disclosures are contained in the Corporate Governance Report forming part of this Annual Report. The Nomination and Remuneration Policy has been uploaded on the Companys website at https://www.amanaya.in/policies-and- codes.

21. BOARD DIVERSITY POLICY

A diverse Board enables superior decision-making through differences in perspective, skill, industry expertise, and knowledge, thereby fostering differentiated thought processes and more robust governance. The Board recognises the critical importance of diverse composition and has adopted a Board Diversity Policy which sets out the Companys approach to diversity at the Board level. The Board Diversity Policy is available on the Companys website at https://www.amanaya.in/policies-and-codes.

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

As on 31st March, 2026, your Company does not have any Joint Venture, Subsidiary, or Associate Company. The Company continues to operate as a standalone entity. The Company holds a partnership interest in Rawaat Al Dewan Gold & Jewellery Trading LLC, Dubai, which does not qualify as a subsidiary or associate under the Companies Act, 2013.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility expenditure and the composition of a CSR Committee as provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for FY 2025-26, as the Company does not meet the prescribed financial thresholds.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were at arms length and in the ordinary course of business. All such transactions were placed before the Audit Committee and the Board of Directors for review and approval. Prior omnibus approval of the Audit Committee has been obtained for transactions that are foreseeable and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.amanaya.in/policies-and-codes.

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Suitable disclosures as required under Ind AS 24 - Related Party Disclosures have been made in the Notes to the Financial Statements.

25. PARTICULARS OF EMPLOYEES

The information containing the names, remuneration, and other particulars of Directors in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as Annexure-I. No employee of the Company received remuneration in excess of the limits prescribed under Rule 5(2) of the said Rules during FY 2025-26.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is fully committed to maintaining a workplace that upholds the dignity and respect of all employees and has zero tolerance for sexual harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has duly constituted an Internal Complaints Committee (ICC) as required under the said Act.

During FY 2025-26, the Company has not received any complaints of sexual harassment at the workplace, and no complaints were pending as at 31st March, 2026. The Company continues to ensure a healthy, safe, and inclusive work environment for all women employees. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review.

27. STATUTORY AUDITORS AND THEIR REPORT

M/s R K Dingliwal & Associates, Chartered Accountants (FRN: 010609N), Amritsar, continues as Statutory Auditors of the Company. The Auditors Report on the Annual Financial Statements for FY 2025-26 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes to Accounts and Auditors remarks in their Report are self-explanatory and do not call for any further comments from the Board.

The Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the year under review.

28. INTERNAL AUDITORS AND REPORT

M/s. Abhishek Mahajan continues as Internal Auditor of the Company and has conducted periodic audits of all operations during FY 2025-26. The Audit Committee of the Board of Directors has regularly reviewed the findings of the Internal Auditor and monitored the implementation of corrective actions suggested therein. The Internal Audit function continues to operate effectively and independently, in a manner commensurate with the size and complexity of the Companys operations.

29. SECRETARIAL AUDIT

The Companys Equity Shares are listed on the SME Platform of BSE Limited. The Secretarial Audit Report for FY 2025-26, issued by a qualified Practising Company Secretary, has been presented as Annexure-2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

30. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report provides a comprehensive perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value for its key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD&A Report capturing the Companys performance, industry trends, and other material developments is attached to this Report as Annexure-3.

31. CORPORATE GOVERNANCE

The Members are informed that the provisions relating to Corporate Governance under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not mandatorily applicable to the Company, as its equity shares are listed on the SME Platform of BSE Limited. Accordingly, the Company is not required to submit a Corporate Governance Report with this Annual Report.

However, in keeping with the Companys commitment to transparency and best governance practices, your Company has voluntarily adopted and disseminated disclosures on Corporate Governance. A voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, 2015 is attached to this Report as Annexure-4. Members may note that any omission of any Corporate Governance provisions shall not be construed as non-compliance of the above-mentioned regulations.

32. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate (i.e., 31st March, 2026) and the date of this Report. There have been no significant developments in global or domestic markets that are expected to have a material adverse impact on the Companys operations or financial position going forward, beyond those described in the Management Discussion and Analysis Report.

33. CHANGE IN THE NATURE OF BUSINESS

Your Company continues to focus on its principal business of trading in Precious Metals and Jewellery, through its branded Aurel platform and AVL B2B infrastructure. There has been no change in the nature of business of the Company during FY 2025-26. The commencement of derivatives and securities operations during the year was undertaken in furtherance of, and ancillary to, the Companys core bullion trading activity.

34. LISTING FEES

The Equity Shares of the Company are listed on the SME Platform of BSE Limited (Scrip Code: 543804; ISIN: INE0G1V01016). The Company has paid the applicable listing fees to BSE Limited for FY 2025-26 within the prescribed timelines. There has been no suspension or any adverse communication from the Stock Exchange regarding the Companys listing status.

35. USE OF PROCEEDS FROM INITIAL PUBLIC OFFER (IPO)

The proceeds of the Initial Public Offer (IPO) made in the year 2023 have been fully utilised for the objects stated in the Prospectus. Accordingly, there are no unutilised funds and no deviation or variation in the utilisation of IPO proceeds as specified under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

36. STATEMENT OF CHANGES IN EQUITY SHARE CAPITAL

During FY 2025-26, there has been no change in the Authorised Share Capital of the Company. The Issued, Subscribed and Paid-up Equity Share Capital of the Company remains Rs. 3,73,90,000/- (Rupees Three Crore Seventy-Three Lakh Ninety Thousand) divided into 37,39,000 (Thirty-Seven Lakh Thirty-Nine Thousand) Equity Shares of Rs. 10/- each as on 31st March, 2026. No shares were allotted, forfeited, or bought back during the year.

Note: During the financial year, the promoter shareholding of Mr. Manan Mahajan increased from 13,02,705 shares (34.84%) to 13,50,705 shares (36.12%), representing an increase of 48,000 shares, through open market acquisition. All requisite disclosures in this regard have been made as per the applicable SEBI regulations.

37. REGISTRAR AND SHARE TRANSFER AGENT

Your Company has appointed Beetal Financial & Computer Services Private Limited as the Registrar and Share Transfer Agent (RTA) for Share Registry Services. The ISIN number of the Companys securities is INE0G1V01016. Members are requested to direct all share transfer and demat-related queries to the RTA.

38. RISK MANAGEMENT

A well-defined Risk Management Framework covering risk identification, mapping, trend analysis, risk exposure assessment, potential impact evaluation, and risk mitigation processes is in place. The objective of the framework is to minimise the impact of identified risks by taking proactive and advance actions to mitigate them. The mechanism operates on the principles of probability of occurrence and impact.

Key risks monitored during FY 2025-26 include bullion price volatility and NRV exposure, capital intensity at high precious metal price levels, evolving customer preferences towards digital gold formats, geopolitical and macroeconomic headwinds, and regulatory changes in the bullion sector. A detailed exercise is being carried out on an ongoing basis to identify, evaluate, monitor, and manage both business and non-business risks.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulators, Courts, or Tribunals which would impact the going concern status of the Company or its operations in the future. The Company has not received any show cause notice, penalty order, or adverse regulatory communication during FY 2025-26.

40. MAINTENANCE OF COST RECORDS AND AUDIT

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provisions relating to cost audit are not applicable to the Company.

41. DISCLOSURE ON SECRETARIAL STANDARDS COMPLIANCE

During the financial year under review, your Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013, including SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings).

42. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

In compliance with applicable MCA Circulars and SEBI Circulars, the Notice of the 17th Annual General Meeting along with the Annual Report 2025-26 is being sent through electronic mode to all Members whose email addresses are registered with the Company/RTA/Depositories.

The Notice and Annual Report 2025-26 are also available on the Companys website at https://www.amanaya.in/financials/ and on the website of BSE Limited at www.bseindia.com and on the website of the Companys RTA, Beetal Financial & Computer Services Private Limited.

In respect of Equity Shareholders holding shares in physical form and whose email IDs are not registered, the Notice along with the Annual Report shall be dispatched through permitted physical means within the timelines prescribed under applicable law.

43. HUMAN RESOURCES

The Company continues to treat its human resources as its most valued and critical asset. The Companys culture promotes an environment that is transparent, meritocratic, purposeful, and conducive to professional growth. The organisation is driven by a passionate and highly engaged workforce, and the Company continues to invest in talent retention and development.

Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. Internal mobility through job rotation and job enrichment is actively promoted. The total number of permanent employees as on 31st March, 2026 was six (6). Industrial relations during FY 2025-26 remained harmonious and cordial.

44. DISCLOSURE OF ACCOUNTING TREATMENT

The Members are informed that while the mandatory requirement to adopt Indian Accounting Standards (Ind AS) is not applicable to the Company, your Company has voluntarily adopted Ind AS, keeping in view its commitment to best financial reporting practices.

The Company has adopted all applicable Ind AS Standards, and the adoption was carried out in accordance with Ind AS 101 - First-time Adoption of Indian Accounting Standards. The financial statements for FY 2025- 26 have been prepared in accordance with the recognition and measurement principles of Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India.

45. ACKNOWLEDGEMENTS AND APPRECIATIONS

Your Directors wish to place on record their deep sense of gratitude and sincere appreciation for the invaluable support, guidance, and co-operation received from the Bankers, Government Authorities, Regulatory Bodies, Customers, Vendors, Business Partners, and Shareholders during FY 2025-26.

Your Directors also wish to record their special recognition of the loyal customer base and the patronage extended by trade participants and corporate clients in and around Amritsar and across India, whose trust in the Aurel and AVL brands continues to be the foundation of the Companys growth story.

Your Directors place on record their deep sense of appreciation for the unwavering commitment, professionalism, and dedication displayed by all executives, officers, and staff members of the Company, whose collective effort and energy have enabled the Company to navigate a challenging year and emerge with a strengthened platform for the future.

By Order of the Board of Directors
Amanaya Ventures Limited
Sd/-	Sd/-
Rajni Mahajan	Manan Mahajan
Managing Director	Whole Time Director & C.F.O.
DIN: 02463524	DIN:02217914
Place: Amritsar
Date: 24th July, 2026