Auro Impex & Chemicals Ltd Directors Report

To

The Members

Auro Impex & Chemicals Limited

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 Companys performance for the Financial Year ended on 31^st March, 2025, is summarized as under: -

Particulars	Standalone For the Financial Year ended		Consolidated For the Financial Year ended
	31st March 2025	31st March 2024	31st March 2025	31st March 2024
	( In Lakh)	( In Lakh)	( In Lakh)	( In Lakh)
Revenue from Operations	16,371.97	24,344.54	26,295.21	31,815.51
Other Income	125.21	81.79	176.23	129.99
Total Income	16,497.17	24,426.33	26,471.44	31,945.50
Total Expenses	15,925.34	23,604.72	25,852.64	31,061.48
Profit before Tax	571.83	821.61	618.80	884.02
Tax Expenses	143.93	241.09	155.82	256.94
Profit after tax for the year	427.90	580.53	462.98	627.08
Earnings Per Share (Basic)	3.51	4.93	3.79	5.32
Earnings Per Share (Diluted)	3.51	4.93	3.79	5.32

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS 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, Companys 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 Auditors 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 arms 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 Companys 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 Companys 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 Companys 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:

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	19/04/2024	5	5	100
2.	30/05/2024	5	5	100
3.	29/07/2024	5	5	100
4.	05/09/2024	5	5	100
5.	14/11/2024	5	4	80
6.	13/12/2024	5	5	100
7.	10/02/2025	5	5	100
8.	28/02/2025	5	5	100
9.	01/03/2025	5	5	100

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:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairman	Independent Director
Sankar Thakur	Member	Independent Director

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

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	08/03/2025	2	2	100

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. Stakeholders 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:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairman	Independent Director
Sankar Thakur	Member	Independent Director
Madhusudan Goenka	Member	Managing Director

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:

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	19/04/2024	3	3	100
2.	30/05/2024	3	3	100
3.	14/11/2024	3	2	60
4.	13/12/2024	3	2	60
5.	10/02/2025	3	3	100

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:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairperson	Independent Director
Sankar Thakur	Member	Independent Director
Vanshika Jain	Member	Non-Executive Director

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:

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	10/02/2025	3	3	100

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:

Name of Director	Position in the Committee	Designation
Sibasis Mitra	Chairperson	Independent director
Praveen Kumar	Member	Whole-time Director
Goenka Vanshika Jain	Member	Non-Executive Director

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:

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	14/11/2024	3	3	100

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:

Name of Director Madhusudan Goenka Vanshika Jain Praveen Kumar Goenka

Position in the Committee Chairperson Member Member

Designation Managing Director Non-Executive Director Whole-time director (Executive director)

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

SL. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	19/04/2024	3	3	100

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 Companys 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 companys 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 Companys 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 AUDITORS & AUDITORS REPORT THEREON:

STATUTORY AUDITOR

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 Auditors 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 doesnt 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.

SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors 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:

SL. No. Particulars	Status of the No of complaints received and disposed off
1. Number of complaints on sexual harassment received	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Not Applicable
4. Nature of action taken by the employee or district officer	Not Applicable

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