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 33^rd Annual Report of our Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31^st, 2026.

1. FINANCIAL HIGHLIGHTS

Your Companys performance for the Financial Year ended on 31^st March, 2026, is summarized as under: -

( In Lakh)

Particulars	Standalone		Consolidated
	For the Financial Year ended 31st March 2026	For the Financial Year ended 31st March 2025	For the Financial Year ended 31st March 2026	For the Financial Year ended 31st March 2025
Revenue from Operations	14,589.77	16,371.97	25,020.22	26,295.21
Other Income	106.75	125.21	161.82	176.23
Total Income	14,696.53	16,497.17	25,182.03	26,471.43
Total Expenses	14,144.10	15,925.34	24,608.52	25,852.64
Profit before Tax	552.43	571.83	573.51	618.79
Tax Expenses	152.27	143.93	157.58	155.82
Profit after tax for the year	400.16	427.90	415.94	462.97
Earnings Per Share	3.28	3.51	3.41	3.79
(Basic)
Earnings Per Share	3.28	3.51	3.41	3.79
(Diluted)

2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the year under review, your Company has achieved Standalone Revenue from operations of Rs. 14,589.77 Lakhs in F.Y. 2025-26 compared to Rs. 16,371.97 Lakhs in F.Y. 2024-25 and Operational Profit (PBT) of Rs. 552.43 in F.Y. 2025-26 compared to Rs. 571.83 in F.Y. 2024-25. After deduction of all expenses, the company has earned Net Profit after Tax of Rs. 400.16 Lakhs in F.Y. 2025-26 compared to Rs. 427.90 Lakhs in F.Y. 2024-25. Your Company has achieved Consolidated Revenue from operations of Rs. 25,020.22 Lakhs in F.Y. 2025-26 compared to Rs. 26,295.21 Lakhs in F.Y. 2024-25 and Operational Profit (PBT) of Rs. 573.51 Lakhs in F.Y. 2025-26 compared to Rs. 618.80 Lakhs in F.Y. 2024-25. After deduction of all expenses, the company has earned Net Profit after Tax of Rs. 415.94 Lakhs in F.Y. 2025-26 compared to Rs. 462.97 Lakhs in F.Y. 2024-25.

The decline in revenue from operations and Net Profit during F.Y. 2025-26, as compared to the previous financial year, was primarily due to market volatility and challenging market conditions, along with fluctuations in demand, pricing pressures, competition, and operating costs. Despite these challenges, the Company continued to focus on operational efficiency and sustainable growth.

3. FUTURE OUTLOOK & RISK CONCERNS

The Company remains committed to strengthening its market position and achieving sustainable long-term growth. To support its future expansion plans, the Company proposes to enhance its manufacturing capacity through the construction of additional buildings and sheds, along with the installation of new plant and machinery. These initiatives are expected to improve operational efficiency, increase production capacity, and enable the Company to meet growing customer demand. While the Company is optimistic about its growth prospects, its future performance may be influenced by various risk factors, including fluctuations in raw material prices, changes in market demand, increasing competition, regulatory developments, and broader economic conditions. The Company continues to monitor these risks closely and is committed to implementing appropriate strategies and internal controls to mitigate their potential impact while pursuing sustainable growth.

4. 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.

5. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES 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 company, are furnished in Form AOC 1 enclosed as "Annexure

- I" which forms part of this Report.

6. 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.

7. 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.

8. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the close of this Report, which affects the financial position of the Company.

9. 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.

10. 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.

11. CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company has entered into new segment of business that is manufacturing of Stainless-Steel Pipe along with its existing business.

12. 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 Rs. 10/- (Rupees Ten Only) each.

There have been no changes in Authorised Share Capital during the Financial Year 2025 2026. b) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AND CHANGES THEREON, IF ANY

The Issued, Subscribed and Paid-up Share capital is Rs. 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 Rs. 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.

13. 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.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31^st 2026, 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 has reviewed the Related Party Transactions on a periodic basis.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions. The policy is available on the Companys website- https://auroimpex.com/codes-policies/.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as required under Section 134(3)(h) and Rule 8(2) of the Companies (Accounts) Rules, 2014), are provided in Form AOC-2, annexed to this Report 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, 2026.

15. 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.

16. 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, 2026, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors. 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, 2026 along with the number of Directorship, Committee Chairmanship and Membership held by them in other Companies are given herein below:

Name and DIN	Category	Designation	Number of Directorships in other Companies	No. of committee positions in other Companies
*Mr. Madhusudan Goenka	Executive Director	Managing Director	1. Auro Industries Limited	Chairperson	Member
DIN- 00146365			2. Auro Electropower Pvt. Ltd.
			3. Tatanagar Transport Corporation Limited
			4. IRC Worldwide Couriers Limited	1	2
**Mr. Praveen Kumar Goenka DIN- 00156943	Executive Director	Whole Time Director	1. Auro Industries Limited
			2. Auro Electropower Pvt. Ltd.	NIL	NIL
			3. Tatanagar Transport Corporation Limited
			4. Murli Impex Pvt. Ltd.
***Mrs. Vanshika Jain DIN- 07022384	Executive Director	Wholetime- Director	Tripiffic Travels Private Limited	NIL	NIL
Mr. Sankar Thakur DIN- 09778473	Non- Executive Independent Director	Independent Director	Auro Industries Ltd.	NIL	NIL
Mr. Sibasis Mitra DIN- 03320989	Non- Executive Independent Director	Independent Director	Auro Industries Ltd.	NIL	NIL
****Mr. Niladri Choudhury DIN- 09759306	Non- Executive Director	Additional Director	Grey Engineering Works Limited	NIL	NIL

Note:

* Mr. Madhusudan Goenka was re-appointed as Managing Director for a period of five (5) years, subject to the approval of Shareholders at ensuing 33rd Annual General Meeting. Further he was re-designated as Chairman and Managing Director of the Company.

** On 29th June 2026, Board of Directors of the Company has approved the continuation of the tenure of Mr. Praveen Kumar Goenka as Whole time Director of the Company after attaining the age of 70 years subject to the approval of Shareholders at the ensuing 33^rd Annual General Meeting. Further he was redesignated as President of the Company.

*** On 03rd February 2026, Board of Directors of the Company has designated Mrs. Vanshika Jain as Whole-time Director of the Company subject to the approval of Shareholders at the ensuing 33rd Annual General Meeting of the Company.

**** On 03rd February 2026, Mr. Niladri Choudhury was appointed as the Non- Executive, Non-Independent Director of the Company and the same shall be regularized as the Director of the Company subject to the approval of the Shareholders of the Company at the ensuing 33rd Annual General Meeting

KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL

Mr. Rahul Choudhury resigned from the position of Company Secretary & Compliance Officer with effect from the close of business hours on 10^th May 2026. Consequently, on 29^th June 2026, Ms. Madhu Gupta has been appointed as the Company Secretary & Compliance Officer of the Company. Mr. Kalyan Kumar Das has been serving as the Chief Financial Officer (CFO) of the Company since December 16, 2022 and continues to hold the office. On 08^th August 2026, Board of Directors has appointed following persons as Senior Managerial Personnel: o Mr. Tapas Santra as Sr. Work Manager Production Plant and Operation, o Mr. Sujoy Das Sr. Manager - Purchase, Planning and Procurement, HR /IT

17. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE

COMPANIES ACT, 2013

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.

18. 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.

19. 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 re-appointed 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.

20. 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

21. BOARD MEETINGS

During the year under review,11 (Eleven) Board Meetings were convened and held. 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 are as follows:

S. No	Date of meeting	Total Number of Directors as on the date of Meeting	Total Number of Directors Attended the Meeting	% of attendance
1.	09-04-2025	5	3	60
2.	23-05-2025	5	5	100
3.	21-08-2025	5	5	100
4.	12-09-2025	5	3	60
5.	28-10-2025	5	5	100
6.	13-11-2025	5	4	80
7.	08-12-2025	5	4	80
8.	29-01-2026	5	3	60
9.	03-02-2026	5	5	100
10.	17-03-2026	6	5	83
11.	23-03-2026	6	6	100

22. 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:

S. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	03-02-2026	2	2	100

23. 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 Company has duly constituted an Audit Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

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

The Company Secretary of the Company shall serve as the secretary of the Audit Committee. Following are the details of date of Audit Committee Meetings along with the Attendance of Members as on 31^st March 2026:

S. No	Date of meeting	Total Number of Directors as on the date of Meeting	Total Number of Directors attended the Meeting	% of attendance
1.	23-05-2025	3	3	100
2.	21-08-2025	3	3	100
3.	28-10-2025	3	3	100
4.	13-11-2025	3	3	100
5.	08-12-2025	3	3	100
6.	29-01-2026	3	2	66
7.	17-03-2026	3	2	66
8.	23-03-2026	3	2	66

2. Nomination and Remuneration Committee

Board of Directors at its meeting held on 03rd February 2026 reconstituted the Nomination & Remuneration Committee. Accordingly, the composition of the Nomination & Remuneration Committee is as follows:

Name of Director	Position in the Committee	Designation
Mr. Sibasis Mitra	Chairperson	Independent Director
Mr. Sankar Thakur	Member	Independent Director
Mr. Niladri Choudhury	Member	Non-Executive Director

The Company Secretary of the Company shall serve as the secretary of the said Committee. Following is the details of date of Nomination & Remuneration Committee meeting along with the Attendance of Members as on 31^st March 2026:

S. No	Date of Meeting	Total Number of Members as on the date of Meeting	Total Number of Members attended the Meeting	% of attendance
1.	02-04-2025	3	3	100
2.	03-02-2026	3	3	100

3. Stakeholders Relationship Committee

The Company has duly constituted Stakeholders Relationship Committee in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 The members of the

Stakeholders Relationship Committee are:

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

The Company Secretary of the Company shall serve as the Secretary of the

Stakeholders Relationship Committee.

Following is the details of date of Stakeholders Relationship Committee meeting along with the Attendance of Members as on 31^st March 2026:

S. No	Date of Meeting	Total Number of Members as on the date of Meeting	Total Number of Members attended the Meeting	% of attendance
1.	13/11/2025	3	3	100

4. IPO Committee

The IPO Committee was constituted to oversee and facilitate the Companys Initial Public Offering (IPO) and the associated fund-raising process. Upon the successful completion of the IPO and fulfillment of its designated responsibilities, the Committee accomplished its objectives and was subsequently dissolved by the Board.

24. 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 raise 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 https://auroimpex.com/codes-policies/

25. NOMINATION AND REMUNERATION POLICY

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

The Policy may be accessed on the Companys website at: https://auroimpex.com/codes-policies/

26. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 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.

27. 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. Therefore, 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.

The Company has formulated a Corporate Social Responsibility Policy in compliance with the provisions of the Act. The CSR Policy is available on the Companys website and can be accessed at https://auroimpex.com/codes-policies/. Annual Report on Corporate Social Responsibility Activities during the year is enclosed as "Annexure - III" of this report in the format as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

28. 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 https://auroimpex.com/codes-policies/ .

29. 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 https://auroimpex.com/annual-return/.

30. 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"

31. 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.

32. STATUTORY AUDITORS & AUDITORS REPORT THEREON:

STATUTORY AUDITOR

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, on 20th September 2025, members of the Company at its 32^nd Annual General Meeting have approved the appointment of M/s Jain Sonu & Associates, Chartered Accountants (FRN: - 324386E) as the Statutory Auditors of the Company from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to held in the Year 2030. The Report given by M/s Jain Sonu & Associates, Chartered Accountants on the financial statements of the Company for the financial year 2025-26 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

33. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s. M Rathi & Co, Practicing Company Secretary (FCS: 6016, COP No.: 6209), has been appointed as Secretarial Auditors of the Company for the term of 5 (Five) consecutive years at 32^nd Annual General Meeting held on 20^th September 2025 to hold office for a term of 5 (Five) consecutive years, i.e. from financial year 2025-26 to financial year 2029-30. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2026 is annexed to this Report as "Annexure V" and forms part of this Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Reports.

34. 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 23^rd May 2025, based on the recommendation of Audit Committee has re-appointed M/s R. Das & Associates (having FRN: 318161E), Chartered Accountants, Kolkata as Internal Auditors of the Company for the Financial Year 2025-2026. 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.

On 23^rd May 2026, the members of 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 2026-2027. They have confirmed that they are eligible for the said appointment.

35. COST AUDITOR & MAINTAINENCE OF COST RECORDS

During the Period under review, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board has appointed M/s. A. Banerjee & Associates, Cost Accountants (Firm Reg. No.100288) to conduct an audit of the cost records of the Company for the financial year 2025-26. Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 23^rd May 2026, upon the recommendation of the Audit Committee, re-appointed M/s. A. Banerjee & Associates as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27.

36. 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.

37. 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".

38. 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.

39. 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.

40. 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. Soma Roy as Presiding Officer, Mr. Sashi Bhusan Lodha as External Member and Mr. Tapas Santra & Mrs. Madhumita Das as Internal Members.

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

SL. No. Particulars	Status
1. Number of complaint(s) of sexual harassment received during the financial year 2025-26	Nil
2. Number of complaint(s) disposed off during the during financial year 2025-26	Not Applicable
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

41. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of relating to the Maternity Benefit Act, 1961 for the year under review.

42. COMPLIANCE WITH SECRETARIAL STANDARDS

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.

43. 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.

44. INSOLVENCY AND BANKRUPTCY CODE 2016

No application or proceeding has been filed against the Company in terms of Insolvency and Bankruptcy Code 2016 nor any proceedings thereunder is pending as on 31.03.2026.

45. 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.

46. 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.

47. 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.

48. 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, 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.

49. 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.

50. GREEN INITIATIVES

Pursuant to the MCA Circular No. 03/2025 dated 22 September 2025 and Regulation 36 of SEBI Listing Regulations, the Annual Report of the Company for the financial year ending 31 March 2026 including therein the Audited Financial Statements for the financial year 2025-26, will be sent only by email to the Members who have registered their email address(es).

A letter providing the web-link, including the exact path, where complete details of the Annual Report are available will be sent to those shareholder(s) who have not so registered their email address(es). Further the Company will send hard copy of the full annual report to shareholders, who request that.

51. 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: 08-08-2026
Place: - Kolkata