Dear Shareholders
Your directors are pleased to present the 08 1 Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31,2026.
1. FINANCIAL HIGHLIGHTS
The Financial performance of the Company for the financial year ended March 31,2026 along with previous years figures Is summarized below:
| Particulars | 31st March, 2026 | 31st March, 2025 |
| Revenue from Operations | 15,029.93 | 17,440.60 |
| Other Income | 163.40 | 221.38 |
| Total Income | 15,193.33 | 17,661.98 |
| Purchase | 15,206.15 | 16,481.41 |
| Changes in inventories of Fin Goods, WIP & Stock-in-Trade | (1,297.56) | (28.34) |
| Employee Benefits expenses | 67.91 | 86.39 |
| Finance Costs | 284.53 | 361.13 |
| Depreciation and amortization expenses | 74.37 | 71.62 |
| Other Expenses | 148.89 | 343.73 |
| Total Expenses | 14,484.28 | 17,315.94 |
| Profit / (Loss) before tax | 709.05 | 346.04 |
| Current Tax | 184.55 | 90.00 |
| Deferred Tax | (1.81) | (1.39) |
| Profit/(Loss) for the year | 526.31 | 257.42 |
2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS
The Company has earned a net profit after tax of INR 5,26,31,000/- (Rupees Five Crore Twenty-Six Lakh Thirty-One Thousand Only Only] for the current Financial Year i.e. 2025-26 whereas net profit after tax in the previous Financial Year, i.e. 2024-25 was INR 2,57,42,000/- (Rupees Two Crore Fifty-Seven Lakh Forty-Two Thousand Only], These financial results are presented in the Statement of Profit & Loss and are self-explanatory. Your directors are hopeful of generating more revenues and focusing further growth in coming years.
We are engaged in trading, distribution, and supply of industrial and technological materials across three key business verticals:
a] Polymers and Petrochemicals;
b) Lithium-ion and Sodium-ion Cells, and;
c) Electric Vehicle Chargers.
Our companys business operates on Inventory-based model, which means we purchase and maintain stock in advance, enabling us to efficiently serve a wide array of customers, including small, medium, and large enterprises. By offering a diverse range of products, we cater to wide range of customer base and increase our ability to meetthe varied needs of the industries we serve.
Our operational model relies primarily on rented warehouse facilities; our inventory management strategy is built on strong partnership and stringent reconciliation protocols. The physical control and management of all polymer and cell inventory are the direct responsibility of the Warehouse Company operating the rented facility. This includes material receipt, storage, handling, picking and dispatch. We rely on the Warehouse Companys systems to ensure inventory updates are regularly provided and maintained. Our internal stock records (the stock in our books) are consistently updated and tallied against the physical stock counts reported by the warehouse company. This ongoing reconciliation process is mandatory to ensure that the physical inventory matches the quantities reflected in our ledgers and financial statements, providing us with accurate, validated stock data without maintaining proprietary storage infrastructure. Our company has obtained requisite insurance for the products kept in such warehouses.
Our product portfolio comprises essential materials for key industries such as polymers and petro chemicals, electric mobility. These materials are vital for the production or manufacturing of plastic goods including PVC flex and PVC pipes, electric vehicle (EV) components, and E-mobility infrastructure. In FY 2025-26, we have expanded our offerings to include sodium-ion cells - an emerging next-generation technology that provides faster charging, enhanced safety, and improved thermal performance compared to conventional lithium-ion batteries. Sodium-ion cells are increasingly being recognized as an optimal choice for two- and three-wheeler EV applications, where rapid charging and cost-efficiency are important considerations.
Our Company imports these materials from international manufacturers, stores them at our warehouses and depots, and distributes them within India as per prevailing market price. Our customer base includes manufacturers of plastic products, companies engaged in the electric twowheeler and three-wheeler ecosystem and businesses involved in E-mobility infrastructure, such as electric vehicle chargers.
At present, we are primarily involved in domestic B2B market for trading and distribution of polymer, petrochemicals, Lithium-ion cells and Sodium-ion cells. Additionally, we also operate in B2B and B2C segment for trading and distribution of Electric Vehicle Chargers. Through our strong relationships with suppliers and customers, we have built a reliable and efficient custome. Our business is based on prudent inventory management, disciplined financial control, strict Quality Assurance Standards and a deep understanding of our customers needs.
3. TRANSFER OF AMOUNT TO RESERVES
Pursuant to provision of section 134(l)(j) of the Companies Act, 2013,
- Rs. 491.64 lakhs were transferred from the Securities Premium Account, and the amount so
transferred was utilized for issuing Bonus Shares.
- Rs. 526.3 lLakhs being the Profit of the period to the general reserves account of the Company during the year under review.
The company has a closing balance of Rs. 912.06 Lakhs [Rupees Nine Crore Twelve Lakh Six Thousand Only approx.) as Reserves and Surplus as on 31.03.2026.
4. CHANGE IN NATURE OF BUSINESS
The Company is engaged in the business of Polymers and Petrochemicals and is also engaged in the business of manufacturing and/or development of Lithium-ion and Sodium-ion cells and related products and technologies.
The Company has also expanded its business activities by entering into the business of Electric Vehicle (EV) Chargers, including the development, manufacturing, supply and related activities pertaining to EV charging solutions.
5. DECLARATION OF DIVIDEND
In order to conserve resources and strengthen the financial position of the Company for its future growth and business prospects, the Board of Directors has not recommended any dividend for the financial year 2025-26.
6. SHARE CAPITAL AND CORPORATE ACTION
Authorized share capital
The Authorized share capital of the Company is Rs. 13,00,00,000/- divided into 1,30,00,000 equity shares of Rs. 10 each as on Financial Year ended 2025-2026.
Changes during the F.Y. 2025-2026:
During the Financial Year 2025-26, the Company increased its Authorized Share Capital from existing Rs. 1,50,00,000/- [Rupees One Crore Fifty Lakh only) divided into 15,00,000 [Fifteen Lakh) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to Rs. 13,00,00,000/- (Rupees Thirteen Crore only) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each, by way of passing an Ordinary Resolution by the members of the company at the Extra-Ordinary General Meeting ( EGM ) held on 2 5 th April, 2025.
Issued. Subscribed & Paid-Up Capital
The Paid-up share capital of the Company is Rs. 9,08,77,360/- divided into 90,87,736 equity shares of Rs. 10 each as on Financial Year ended 2025-2026.
Changes during the F.Y. 2025-2026:
On September 19,2025, the Company issued 89,92,676 (Eighty-Nine Lakh Ninety-Two Thousand Six Hundred Seventy-Six only) bonus equity shares of face value Rs. 10/- (Rupees Ten only) each, in accordance with the provisions of Section 63 of the Companies Act, 2013.
7. DEMATERIALIZATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE1KVL01010 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 100% of the Company s paid-up Share Capital is in dematerialized form as on 31st March, 2026.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Subsequent to the close of the financial year ended March 31, 2026, the following material changes and commitments affecting the financial position and affairs of the Company occurred between April 1, 2026 and the date of this Report:
The Company made a Fresh Issue of up to 38,98,000 Equity Shares aggregating to ^2,728.60 Lakhs, at an issue price of ^70 per Equity Share, including a share premium of ^60 per Equity Share. The Issue was made in accordance with Regulation 229(2] and Regulation 253(3] of Chapter IX of the SEBI (Issue of Capital and Disclosure Requirements] Regulations, 2018, as amended from time to time.
The Issue opened for subscription on 29th May 2026 and closed on 02nd June 2026. Pursuant to the successful completion of the Issue, the Equity Shares of the Company were listed and admitted to trading on the SME Platform of BSE Limited with effect from 05th June 2026.
9. DEPOSIT
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits] Rules, 2014 as amended from time to time, during the year under reporting and therefore details mentioned in Rule 8(5](v) & (vi] of Companies (Accounts] Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
10. DETAILS OF HOLDING/SUBSIDIARIES/IOINT VENTURE/ASSOCIATE COMPANIES
As on March 31, 2026, the Company does not have any subsidiary or joint venture or associate company.
11. LISTING STATUS
The Company s equity shares are listed on SME Platform of BSE with Symbol AUREATE on 05 th June, 2026.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors & Key Managerial Personnel (KMP)
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:
| Sr. No. | Name of Director | Designation | DIN | Date of Appointme nt | Date of Resig nation |
| 1 | Kalash Kevin Shah | Managing Director | 07611397 | 03/08/2018 | |
| 2 | Punit Devendrabhai Shah | Director | 08638245 | 30/12/2019 | |
| 3 | Kiran Rani | Independent Director | 10886195 | 26/03/2025 | |
| 4 | Preeti Sethi | Independent Director | 10926123 | 25/01/2025 | |
| 5. | Sakshi Sareen | Company Secretary | _ | 15/11/2025 | - |
| 6. | Sahil Sultanali Merchant | Chief Financial Officer | 26/03/2025 |
Changes in the Management of the company during the F. Y. 2025 - 2026
- Ms. Sakshi Sareen has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 15 th November, 2025.
- During the reporting period, Mr. Tarun Kumar Rathi was appointed as the Company Secretary and Compliance Officer of the Company with effect from 14th October 2025 and subsequently resigned from the said office with effect from 14th October 2025.
b) Details of Board meetings
The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses.
During the financial year 2 0 2 5-2 6, the Board of directors duly met 10 [Ten] times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose, details of which are given below:
- 22nd April, 2025
- 30th April, 2025
- 17th September, 2025
- 19th September, 2025
- 10th October, 2025
- 14th October, 2025
- 23rd October, 2025
- 15th November, 2025
- 23rdDecember, 2025
- 02nd March, 2026
c) Attendance of Directors in the Board Meeting:
| Name of Director | No. of Board Meeting | |
| Number of Board Meetings eligible to attend | Number of Board Meetings attended | |
| Kalash Kevin Shah | 10 | 10 |
| Punit Devendrabhai Shah | 10 | 10 |
| Kiran Rani | 10 | 10 |
| Preeti Sethi | 10 | 10 |
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.
The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.
d) Directors Liable to Retire by Rotation And Be Eligible To Get Reappointed:
Mr. Punit Devendrabhai Shah (DIN: 08638245] the Director of the company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Punit Devendrabhai Shah has been included in the Notice convening the ensuing AGM.
The Company has received consent in writing to act as director in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors] Rules, 2014 to the effect that they are not disqualified under section (2] of section 164 of the Companies Act, 2013. The Board considers that his association would give immense benefit to the Company and it is desirable to avail his services as Directors.
Accordingly, the Board recommends the resolution related to the appointment of above directors for the approval of shareholders of the company.
e) REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:
All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
13. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules made thereunder, the Company has received declarations from Mrs. Kiran Rani (DIN -10886195) and Mrs. Preeti Sethi (DIN - 10926123) Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and are not disqualified from continuing as Independent Directors of the Company.
These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.
14. COMMITTEES OF BOARD
The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
a) Audit Committee:
The Audit Committee of the Company is constituted as on 10 th October, 2025 in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.
| Name of the Members | Designation | Nature of Directorship |
| Preeti Sethi | Chairperson | Non-Executive & Independent Director |
| Kiran Rani | Member | Non-Executive & Independent Director |
| Kalash Kevin Shah | Member | Managing Director |
All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.
The Audit Committee has been authorized to look after the following major functions:
(a) To recommend for appointment, remuneration and terms of appointment of auditors of the company;
(b) To review and monitor the auditors independence and performance, and effectiveness of audit process;
(c) To examine the financial statement and the auditors report thereon;
(d) To approve or any subsequent modification of transactions of the company with related parties;
(e) To conduct scrutiny of inter-corporate loans and investments;
(f) To evaluate undertakings or assets of the company, wherever it is necessary;
(g) To evaluate internal financial controls and risk management systems;
(h) To monitor the end use of funds raised through public offers and related matters.
(i) To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.
(j) To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.
(k) The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.
(l) During the year, all recommendations of the audit committee were approved by the Board of Directors.
Meeting of Audit Committee
During the Financial Year under review 03 [Three) meetings of the Members of Audit Committee were held.
The dates on which the said meetings were held:
1. 02nd December, 2025
2. 03rd December, 2025
3. 02nd March, 2026
b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted as on 10 th October, 2025 in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.
| Name of the Member | Designation | Nature of Directorship |
| Preeti Sethi | Chairperson | Non-Executive & Independent Director |
| Kiran Rani | Member | Non-Executive & Independent Director |
| Punit Devendrabhai Shah | Member | Non-Executive & NonIndependent Director |
The Committee has been authorized to look after following major functions:
1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director s performance.
2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
3. To ensure that-
a. the level and composition of remuneration is reasonable and sufficientto attract, retain and motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the company and its goals.
c. The policy so framed by the said Committee shall be disclosed in Board s Report to shareholders.
Meeting of Nomination and Remuneration Committee:
During the Financial Year under review 01 (one) meeting of the Members of Nomination and
Remuneration Committee were held.
The dates on which the said meetings were held:
- 15th November, 2025
c) Stakeholders Relationship Committee:
The Company has constituted Stakeholder Relationship Committee as on 10 th October,2025 of Directors in compliance with provisions of section 178 of Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc
| Name of the Members | Designation | Nature of directorship |
| Kiran Rani | Chairperson | Non-Executive & Independent Director |
| Preeti Sethi | Member | Non-Executive & Independent Director |
| Kalash Kevin Shah | Member | Managing Director |
Meeting of Stakeholders Relationship Committee:
During the Financial Year under review 01 (one) meeting of the Members of Stakeholders Relationship Committee were held.
The dates on which the said meetings were held:
- 23 rd December, 2025
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 02nd March, 2026 at Registered office of the Company at 404, Floor 4, Plot No. 208, Regent Chambers, Jamnalal Bajaj Marg, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021.
16. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
- Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.
- The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation.
- The directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out.
- The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.
17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the Directors and KMP of the Company are being paid remuneration as approved by the Shareholders and in accordance with the provisions of the Act and rules made thereunder.
18. 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 ALONG WITH REASONS THEREOF
During the reporting period, no such valuation has been conducted in the financial year.
19. DISCLOSURE UNDER SECTION 164f21 OF THE COMPANIES ACT. 2013 IN RESPECT OF NONDISQUALIFICATION 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) ofthe Companies (Appointment and Qualification of Directors) Rules, 2014.
However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.
20. CORPORATE GOVERNANCE REPORT
Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders.
Integrity and transparency are key factors to our governance practices to ensure that we achieve and will always retain the trust of our stakeholders. Corporate Governance is about maximizing Shareholders value legally, ethically, and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect- minority rights in all our business decisions.
In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having:
Paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding financial year. A listed entity which has listed its specified securities on the SME Exchange.
For the reporting period, company was an unlisted company and further securities of the Company listed at SME Platform of BSE on 05th June, 2026. Therefore, Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.
21. INVESTOR EDUCATION AND PROTECTION FUND flEPFl
During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records 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 directors had prepared the annual accounts on a going concern basis; and
(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. PARTICULARS OF LOANS GIVEN. INVESTMENT MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED
Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided, if any, during the financial year under review have been disclosed in the Notes to the Financial Statements.
24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund.
25. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were on an arm s length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability.
All Related Party Transactions up to 31st March 2026 were placed before the Audit Committee and the Board for approval. The transactions entered pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis.
The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked as Annexure - 1 and forms part of this Report.
26. SECRETARIAL STANDARD
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.
27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Pursuant to the provisions ofSection 134(3](n] of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making.
28. INTERNAL FINANCIAL CONTROLS
The Company is well equipped with internal financial controls. The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.
The Company has a 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.
These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:
- Orderly and efficient conduct of its business,
- Adherence to the respective company s policies,
- Safeguarding of its assets,
- Prevention and detection of frauds and errors,
- Accuracy and completeness of the accounting records,
- Timely preparation of reliable financial information, as required under the Act.
29. AUDITOR AND AUDITOR S REPORT
M/s Vijay S. Gurnani, Chartered Accountants, Statutory Auditors of the Company, tendered their resignation from the office of Statutory Auditors with effect from 1st June, 2025, resulting in a casual vacancy in the office of Statutory Auditors.
Pursuantto Section 139(8] and other applicable provisions ofthe Companies Act, 2013 read with the Companies (Audit and Auditors] Rules, 2014, and based on the recommendation ofthe Board of Directors, M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751], were appointed as the Statutory Auditors ofthe Company by the members at the Extra-Ordinary General Meeting held on 4th July, 2025, to fill the casual vacancy arising from the resignation of M/s Vijay S. Gurnani, Chartered Accountants.
The members of the Company at the 7th Annual General Meeting held on 30th September, 2025, approved the re-appointment of M/s Motilal & Associates LLP, Chartered Accountants (Firm Registration No. 106584W/W100751], as the Statutory Auditors of the Company, to hold office from the conclusion ofthe said Annual General Meeting until the conclusion ofthe Annual General Meeting to be held for the financial year 2029-30.
The Statutory Auditors have submitted their Audit Report on the Standalone Financial Statements ofthe Company for the financial year ended 31st March, 2026. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(3) (f] ofthe Companies Act, 2013.
30. COST AUDIT
The Provision is not applicable to the company for the reporting financial year.
31. SECRETARIAL AUDIT
The Provision is not applicable to the company for the reporting financial year.
32. INTERNAL AUDIT
D M K H & Co., Chartered Accountants, (Firm Registration No. 116886W) was appointed as Internal Auditor of the Company for the financial year 2025-2026 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.
The Report of the Internal Auditors is reviewed by the Audit Committee.
33. STATEMENT OF DEVIATION OR VARIATION
During the financial year ended 31st March 2026, the Company did not raise any funds through public issue and, accordingly, there was no deviation or variation in the utilization of funds during the year.
The Company subsequently raised ^2,728.60 Lakhs through a Fresh Issue of up to 38,98,000 Equity Shares pursuant to its Initial Public Offering (IPO), which opened on 29th May 2026 and closed on 02nd June 2026. The Equity Shares were listed on the SME Platform of BSE Limited with effect from 05th June 2026. Accordingly, the utilization of IPO proceeds does not pertain to the financial year ended 31st March 2026.
34. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There was no instance of fraud during the year under reporting period, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.
35. VIGIL MECHANISM POLICY
Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour.
The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company s code of conduct without fear of reprisal. The Company has setup a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.
The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at www.aureatetradde.in.
36. RISK MANAGEMENT
The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk
and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry.
The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.
In today s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate
the same. The Company has formulated a policy for Risk management with the following objectives:
- Provide an overview of the principles of risk management.
- Explain approach adopted by the Company for risk management.
- Define the organizational structure for effective risk management.
- Develop a risk culture that encourages all employees to identify risks and associated.
- Opportunities and to respond to them with effective actions. Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company s human, physical and financial assets.
37. DETAILS OF SIGNIFICANT AND MATERIA!. ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.
38. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014, every company with
- Net worth of Rs. 500 Crores or more, OR
- Annual turnover of Rs. 1000 Crores or more, OR
- Net profit of Rs. 5 Crores or more,
During previous year, the Company was not required to constitute a CSR Committee. Aureate Tradde Limited does not fall in any of the above criteria during the year 2025-26.
Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.
39. DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts] Rules, 2014, is annexed herewith.
a] Conservation of energy
| (i) the steps taken or impact on conservation of energy | Since the Company does not fall under any of the industries covered by the Companies (Accounts] Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it. |
| (ii] the steps taken by the company for utilizing alternate sources of energy | |
| [iii] the capital investment on energy conservation equipment s |
b) Technology absorption
| (i] the efforts made towards technology absorption | Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it. |
| (ii] the benefits derived like product improvement, cost reduction, product development or import substitution | |
| (iii] in case of imported technology (imported during the last three years reckoned from the beginning of the financial year]- | |
| the details of technology imported | |
| the year of import; | |
| whether the technology been fully absorbed | |
| if not fully absorbed, areas where absorption has not taken place, and the reasons thereof | |
| (iv] the expenditure incurred on Research and Development | NIL |
c) Foreign exchange earnings and Outgo
| Earnings in Foreign Currency | NIL |
| Expenditure in Foreign Currency | NIL |
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION AND REDRESSAI/I ACT. 2013
The Company has less than ten number of employees therefore the company is not required to constitute/ re-constitute Internal Complaints Committee (ICC), however if any case recorded in that case the reporting shall be made with Local Complaint Committee.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
| Number of complaints of sexual harassment received in the year | NIL |
| Number of complaints disposed off during the year | NIL |
| Number of cases pending for more than ninety days | NIL |
41. APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT UNDER REGULATION 34 READ WITH SCHEDULE V
Management s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) is presented in a separate section, forming part of as an Annexure II of Board Report.
43. COMPLIANCE WITH SECRETERIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors General Meetings) respectively, during the year under review.
44. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.
45. MAINTENANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2026 and accordingly such accounts and records were not required to be maintained.
46. ANNUAL RETURN/ WEB ADDRESS OF ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website www.aureatetradde.in.
47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THR COMPANIES ACT. 2013
During the year under review, contracts or arrangements entered into with the related party, as defined under section2(76) of the Companies Act, 2013 were in the ordinary course of business on arm s length basis. Details of the transactions pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-lV .
During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company s Website at www.aureatetradde.in.
48. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 f!21 OF COMPANIES ACT AND RULE 5111. 5121 AND 5f31 OF COMPANIES fAPPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
| S.No. Particulars | Remark |
| 1 The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. | During the financial year under report, remuneration was paid to any Director and Key Managerial Personnels of the Company for the financial year 2025-2026 is as provided below: a) Kalash Kevin Shah: 12.50 b) Sahil Sultanali Merchant: 12.17 |
| 2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. | a) Kalash Kevin Shah: -67.11% (Managing Director) b) Sahil Sultanali Merchant: 100% (Chief Financial Officer) |
| 3 The percentage increase in the median remuneration o f employees in the financial year. | 15.58% |
| 4 Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. | |
| 5 Affirmation that the remuneration is as per the remuneration policy of the Company | It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the Remuneration Policy of the Company. |
| 6 The number of Permanent employees on the Pay Rolls of the Company | 09 |
During the financial year under report, remuneration was paid to any Director and Key Managerial Personnels of the Company for the financial year 2025-2026 is as provided below:
1. Jagdishbhai Katariya: Rs. 4.89 Lakh (ManagingDirector)
2. Navin Katariya: Rs. 3.75 Lakh (Executive Director)
3. Urmi Katariya: Rs. 6.08 Lakhs (Chief Financial Officer)
4. CS Pooja Gupta: Rs. 1.40 Lakhs (Company Secretary)
49. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961
The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.
50. CREDIT RATINGS
Your Company being an SME Listed Company does not require obtaining credit rating for its securities.
51. REGISTRAR AND SHARE TRANSFER fRTAl AGENT INFORMATION
MUFG Intime India Private Limited
Regd. Office: C-101, 247 Park, 1st Floor, LBS Marg,
Vikroli (West), Mumbai, Maharashtra, 400083 Phone:8108114949
E-mail: investor.helpdesk@in.mpms.mufg.com
Website: in.mpms.mufg.com
SEBI Registration Number: INR000004058
52. WEBSITE DISCLOSURE
The Company maintains an updated website at www.aureatetradde.in, which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Company s operations, corporate governance policies, financial reports, statutory filings, and other relevant details.
53. GENERAL
Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under report:
(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.
(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.
(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the Company s customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.
| By order of the Board of Directors |
| For Aureate Tradde Limited |
| Sd/- | Sd/- |
| Kalash Kevin Shah | Punit Devendrabhai Shah |
| Managing Director | Director |
| DIN:07611397 | DIN: 08638245 |
| Date: 07.09.2026 |
| Place: Mumbai |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
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