Ausom Enterprise Ltd Directors Report

To The Members,

AUSOM ENTERPRISE LIMITED,

Zaveri House, Fourth Floor, Sanidhya,

Opp. Planet Landmark Hotel, Bopal- Ambli Road, Bopal,

Ahmedabad, Gujarat, 380058.

The Board of Directors of Ausom Enterprise Limited (the Company) is pleased to present the 42 nd Annual Report of the Company, together with the Companys Audited Financial Statements (Standalone and Consolidated) and Auditors Report thereon for the Financial year 2025-26.

1. FINANCIAL HIGHLIGHTS

The Boards Report is prepared based on the Standalone Financial Statements of the Company, the Companys financial performance for the year under review along with previous years figures are given hereunder:

The summary of Companys Audited Financial Statements (Standalone & Consolidated) for the Financial Year 2025-26, is given below:

(Rupees in Lakhs)

Particulars	Standalone		Consolidated
	Current Year 31st March 2026	Previous Year 31st March 2025	Current Year 31st March 2026	Previous Year 31st March 2025
Net Sales / Income from Business Operations	79,910.58	2,39,253.35	2,08,493.00	2,39,253.35
Other Income	1,484.37	1,380.40	818.85	501.77
Total Income	81,394.95	2,40,633.75	2,09,311.85	2,39,755.12
Profit before Depreciation	2546.38	2,235.34	2,189.62	1,350.05
Less: Depreciation	56.75	19.71	84.48	19.71
Shares of Profit / (Loss) from Joint Ventures			455.99	878.73
Profit after depreciation but before tax	2489.63	2,215.63	2,561.13	2,209.07
Less: Current Income Tax	503.45	253.69	649.22	253.69
Less: Deferred Tax	(14.76)	Nil	(36.17)	Nil
Net Profit after Tax	2000.94	1,961.94	1,948.08	1955.38
Amount transferred to General Reserve	2000.94	1,961.94	1,948.08	1,955.38
Earnings per share (Basic)	14.69	14.40	14.30	14.35
Earnings per Share (Diluted)	14.69	14.40	14.30	14.35

The company has prepared its financial statements in accordance with IND-AS.

2. BUSINESS OPERATIONS / STATE OF THE COMPANYS AFFAIRS

The Company has generated revenue of Rs. 79,910.58 Lakhs as compared to Rs. 2,39,253.35 Lakhs during the previous financial year. The Company has generated net profit amounting to Rs. 2,000.94 Lakhs (PAT) as against Rs. 1961.94 Lakhs (PAT) for the previous financial year.

The Company during current year is anticipating to achieve gross consolidated turnover of Rs. 2,50,000 Lakhs and for that necessary efforts have been initiated. The management of the Company is of the view that the target of gross turnover will definitely be achieved and necessary resources for the same have also been generated.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change(s) in the nature of the business of the Company.

4. DIVIDEND

The Board of Directors at their meeting held on 29th May, 2026, have recommended a Final Dividend of Rs. 1/- (Rupee One only) per equity share of Rs.10/- (Rupees Ten only) each, aggregating Rs. 1,36,23,552 for the F.Y. 2025-26, subject to the approval of Members at the ensuing 42 nd Annual General Meeting of the Company and deduction of tax at source, as required under the law.

Considering the Market Capitalization, the provision of Dividend Distribution Policy is not applicable to the Company for the FY 2025-26.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

During the year under review, no amount is required to transferred to Investors Education and Protection Fund.

6. AMOUNTS TRANSFERRED TO RESERVES

During the year under review, the Board of Directors has decided to retain the entire amount of profits for Financial Year 2025-26 in the retained earnings and not to transfer any amount to General Reserve.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF BOARDS REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relates and the date of signing of this report.

8. CHANGE OF REGISTERED OFFICE:

During the year under review, the Registered office of the Company was shifted outside the local limits of the city, town or village i.e. from 11-B, New Ahmedabad Industrial Estate, Sarkhej Bavla Road, Village Moraiya, Ahmedabad 382213, Gujarat, India to Zaveri House, Fourth Floor, Sanidhya, Opp Planet Landmark Hotel, Bopal- Ambli Road, Bopal, Ahmedabad 380058, Gujarat, India w.e.f. October 01, 2025, pursuant to the approval of the members at the 41 st Annual General Meeting of the Company held on 26 th September, 2025.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year under review, no significant and material order were passed by the regulators or courts or tribunals impacting the going concern status and future operations of the Company.

10. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to the Financial Statements. As a part of Internal Financial Control, the company has identified policy and procedure to ensure orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financialinformation.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year under review, M/s. Sweta Patel & Associates, Chartered Accountants (Firm Registration No. 139165W) the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non- compliance with laws applicable to the Company was reported to the Company.

11. DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed / unpaid matured deposit or interest due thereon.

12. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

In accordance with the Companies (Acceptance of Deposits) Rules, 2014 the details in respect of money accepted from a person who, at the time of receipt of the amount, was a Director of the Company are NIL.

13. REPORT ON CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance guidelines and requirements of the SEBI (Lising Obligation and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In compliance with Regulations 17 to 27 and Regulation 34 of the Listing Regulations, a separate Corporate Governance Report together with the Certificate regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forming part of this Annual Report is annexed as Annexure A .

14. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report assessing the operations, performance, and future outlook of the Company forms an integral part of this Annual Report and is annexed herewith as Annexure B .

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has consistently contributed towards the welfare of the community owing to its philosophy, also had a relentless approach towards its CSR initiatives and brought a significant development in the Society. The Company has constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Companies Act, 2013 read with rules framed thereunder. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

Your Company for the year under consideration had spent total amount required to be spent (CSR Obligation) towards CSR activities.

CSR Policy is in line with the requirements of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy of the Company is available on the website of the Company and can be accessed through the website of the Company at https://ausom.in/PDF/POLICY/CORPORATE%20SOCIAL%20RESPONSIBILITY%2 0POLICY.pdf

The Annual Report on CSR activities for the Financial Year 2025-26, pursuant to Section 135 of the Companies Act, 2013 along with its rules, is annexed as Annexure-C .

16. CO MPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with Section 178 and other applicable provisions, if any, of the Act read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and regulation 19 of the Listing Regulations, the Board of Directors of the Company has in its meeting held on 12 th February, 2026 approved and adopted a revised Nomination and Remuneration Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel and other employees of the Company.

The brief outline / salient features of Nomination and Remuneration Policy, inter alia, includes:

a) Objects of the Policy:

Ensure that Directors, KMPs and Senior Management Personnel are remunerated in a way that reflects the Companys long-term strategy; align individual and team reward with business performance in both the short term and long term; encourage executives to perform to their fullest capacity; to be competitive and cost effective; formulation of criteria for identification and selection of suitable candidates for the various positions; to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company; recommend to Board on appropriate performance criteria for the Directors and carry on the performance evaluation of the Directors; to identify ongoing training and education programs for the Board to ensure that Non- Executive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties; to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy; to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

b) The Nomination and Remuneration Committee shall recommend remuneration considering below criteria / principle: level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; remuneration to Directors, KMPs and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

c) Criteria for selection of members on the Board of Directors and candidates for KMP and Senior Management Personnel

d) Term / tenure of appointment, removal, retirement

e) Remuneration Policy for Directors, KMPs and other employees

f) Evaluation process

g) Flexibility, judgment and discretion

Directors appointment and criteria for determining qualifications, positive attributes, independence of a director is forming part of Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy of the Company is displayed on the website of the Company at https://www.ausom.in/PDF/POLICY/NOMINATION%20AND%20REMUNERATION%20 POLICY.pdf

There is no Director who is in receipt of any commission from the Company and who is Managing or Whole time Director of the Company.

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in Annexure-D to this report.

17. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 for the FY 2025-26 is placed on the website of the Company at: https://ausom.in/annual-return.html

18. AUDITORS REPORT AND THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS, IF ANY

STATUTORY AUDITORS

M/s C. R. Sharedalal & Co., Chartered Accountants, Ahmedabad, (F. R. No.: 109943W) were appointed as Statutory Auditors at the 38 th Annual General Meeting of the Company held on 29 th September, 2022 who shall hold such office for a period of 5 years until the conclusion of 43 rd Annual General Meeting. There is no qualification or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial year ended 31 st March, 2026. The Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

INTERNAL AUDITORS

M/s. Sweta Patel & Associates, Chartered Accountants (Firm Registration No. 139165W) were appointed as the Internal Auditors of the Company. There is no qualification or adverse remarks or disclaimers made by the Internal Auditors in their report and have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDITOR

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 28 th May, 2025 and in the 41 st Annual General Meeting the members of the Company was approved the appointment of Mr. Niraj Trivedi, Practicing Company Secretary, having Certificate of Practice No. 3123, Peer Reviewed Certificate No. 7078/2025 as Secretarial Auditors of the Company to carry out Secretarial Audit for five (5) consecutive years commencing from FY 2025-26 till FY 2029-30.

SECRETARIAL AUDIT REPORT:

The Board pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has appointed Mr. Niraj Trivedi, Practicing Company Secretary, to carry out Secretarial Audit for five (5) consecutive years commencing from the financial year 2025-26 till FY 2029-30. The Secretarial Audit Report in prescribed format MR-3 for the Financial year ended 31st March, 2026 is annexed here with marked at Annexure-E to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

19. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

20. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism Policy/ Whistle Blower Policy and has established the necessary mechanism in line with requirement of the Act and Regulation 22 of the SEBI Listing Regulations for the Directors and employees to report violations of applicable laws and regulations and the Code of Conduct. During the FY 2025-26 no Directors and employees of the Company have denied access to the audit committee to report genuine concerns about illegal or unethical practices.

Further, the functioning of the vigil mechanism is being monitored by the Audit Committee from time to time.

During the FY 2025-26, the Company has not received any complaints under the vigil mechanism.

The Vigil Mechanism Policy/ Whistle Blower Policy is available on the website of the Company at:

https://www.ausom.in/PDF/POLICY/Vigil%20Mechanism%20Policy%20&%20Whistl e%20Blower%20Policy.pdf

21. SHARES CAPITAL AND CHANGE THEREIN

Authorised Share Capital of the Company:

As on 31st March, 2026, the Authorised Share capital of the Company is Rs. 1 , 00,00,00,000 /- (Rupees Hundred Crores only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company

As on 31st March, 2026, the issued, subscribed and paid-up capital of the Company is Rs. 13,62,35,520/- (Rupees Thirteen Crores Sixty Two Lakhs Thirty Five Thousand Five Hundred and Twenty only) comprising of 1,36,23,552 (One Crores Thirty Six Lakhs Twenty Three Thousands Five Hundred and Fifty Two only) Equity shares of Rs. 10/- each.

During the FY 2025-26, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity or Employee Stock Option scheme.

a) BUY BACK OF SECURITIES

Your Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

Your Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

Your Company has not issued any Bonus Shares during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

Your Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Your Company has not issued any Equity Shares with differential rights.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the reporting requirements under the Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company for the financial year under review.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

(A) Conservation of energy:

1. The Steps taken / impact on conservation of energy:

The company has installed LED Lightings at its new premises which has resulted in substantial reduction in power consumption.

2. The Steps taken by the company for utilizing alternate sources of energy:

No Sources

3. The Capital investment on energy conservation equipment: No Investment in such equipments during the year

(B) Technology absorption:

1. The Efforts made towards technology absorption: Not Applicable

2. The Benefits derived e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) : Not Applicable

(a) Details of technology imported:

(b) Year of import:

(c) Whether the technology been fully absorbed:

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

4. The Expenditure incurred on Research and Development: Not Applicable

(C) Pursuant to provisions of Section 134(m) of the Companies Act, 2013, the total Foreign Exchange Inflow and outflow is as provided below.

During the year under consideration, the Company has earned Foreign Exchange amounting is Rs. 1.78 Lakhs (Previous years Rs. 1.70 Lakhs) and outgo is Rs. 45,810.32 Lakhs (Previous years Rs. 2,13,714.69 Lakhs).

24. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP) & SENIOR MANAGEMENT PERSONNEL

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields has immensely contributed in strengthening the Companys processes to align the same with good industry practices

Mr. Milan Mukeshbhai Parekh (DIN: 10731449), Mr. Vihar Babulal Solanki (DIN: 10731929) and Mrs. Nidhi Dipak Prajapati (DIN: 10731595) were appointed as an Additional Independent Directors of the Company on 8 th August, 2024 and their appointments were regularized by the members at the 40 th Annual General Meeting of the Company held on 27 th Day of September, 2024.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vipul Zaverilal Mandalia will liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

During the year under review, there was no change in the Key managerial Personnel (KMP) of the Company. However, Mr. Ravikumar Pasi resigned from the position of Company Secretary and Compliance Officer with effect from 18 th July, 2026.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate to this effect, duly signed by Mr. Niraj Trivedi, Practicing Company Secretary is annexed as Annexure-F to this report.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Mr. Kishor Pranjivandas Mandalia (DIN: 00126209) is Managing Director,

2. Mr. Rupesh Shah is Chief Financial Officer and

3. Mr. Ravikumar Pasi is Company Secretary (ceased w.e.f. 18 th July, 2026).

25. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://ausom.in/PDF/POLICY/BOARD%20DIVERSITY.pdf

26. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19(4) read with Schedule II, Part-D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board of the Directors as a whole, was carried out by the Independent Directors of the Company.

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non- Executive Directors of the Company as per Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the Listing Regulations.

Criteria for performance evaluation of Board, that of its Committees and Individual Directors are provided in Corporate Governance Report which is forming part of this report.

27. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with Schedule IV of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 12 th February, 2026, without the presence of Non-Independent Directors and members of management. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

At the meeting, the Independent Directors reviewed the performance of the Non- Independent Directors, the Board as a whole, and the Chairman of the Company, taking into consideration the views of Executive and Non-Executive Directors.

The outcome of the evaluation was subsequently presented and discussed at the Board meeting that followed, where the performance of the Board, its Committees, and individual Directors was also formally evaluated.

28. DECLARATION FROM INDEPENDENTDIRECTOR(s)

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for Independent prescribed in Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year: Not applicable as no new appointments were made during the year.

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis to familiarized them with their roles, rights and responsibilities, strategy planning, manufacturing process, business strategy, amendments in law, Companys codes and policies, environmental aspects, amongst others.

The details of the familiarisation programme are provided in the Corporate Governance Report, which forms part of this report and same is also available on the website of the Company at:

https://www.ausom.in/disclosures-sebi.html

30. DISCLOSURE AS PER THE RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of section 197(12) of the Act read with rule 5 of the Companies (Appointment Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) thereof for the time being in force, the details of remuneration etc. of directors, key managerial personnel and employees covered under the said rules are annexed at Annexure D to this report.

31. NUMBER OF BOARD AND COMMITTEE MEETINGS

During the Financial Year 2025-26, total 5 (Five) meetings of Board of Directors were held respectively on 28/05/2025, 07/08/2025, 11/11/2025, 12/02/2026 and 26/02/2026.

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board of directors has constituted several Mandatory and Non-mandatory Committees including the following:

Mandatory Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

The details with respect to powers, roles, terms of reference and changes in committee compositions, if any, of Mandatory Committees along with the dates on which meetings of Committees were held during the FY 2025-26 including the number of Meetings of the Committees that each Directors attended is provided in the Corporate Governance Report which forms part of this Report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

Details in respect of number of meetings Board and Committee held during the year indicating number of meeting attended by each Director are provided in the Corporate Governance Report, which forms part of this Report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 and Rules thereof along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement at Note 5, 6, 13 and 36 to this Financial Statement.

33. DETAILS OF SUBSIDIARIES AND JOINT VENTURES COMPANIES:-

Your Company has a Wholly Owned Subsidiary Company namely, i.e., Amazo Solar Power Private Limited.

Further, the Company during the FY 2025-26 did not have any associate company(ies) or joint venture company(ies).

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at: https://www.ausom.in/financials.html

The financial statements of the subsidiaries, are available on the Companys website and can be accessed at: https://www.ausom.in/subsidiary_financials.html

The Company has formulated and adopted Policy on determining Material Subsidiaries as required under Regulation 16(1)(c) of the Listing Regulations. A copy of the Policy on determining Material Subsidiaries is available on the website of the Company at: https://www.ausom.in/otherdocuments-policy.html

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements and the same is part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Companys Subsidiary and joint ventures are given in prescribed form AOC-1. The said form is attached at Annexure G .

Details of the Company who ceased to be its Subsidiary / Joint Ventures / Associate Companies:

No Company ceased to be Subsidiary / Joint Venture / Associate Company of the Company during the year under review.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under the review, all contracts / arrangements / transactions entered by the Company with related parties under Section 188 of Companies Act, 2013 and the Regulation 23 of SEBI (LODR), Regulations, 2015 were in the ordinary course of business and on an arms length basis.

During the year the Company was taken prior approval from its Members through Postal Ballot for Material Related Parties Transactions for FY 2026-27 with Zaveri and Company Private Limited, Ausil Corporation Private Limited, Swadeshi Distributors LLP and IGR AUSOM LLP.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (Ind AS) - 24 are set out in Note No. 40 to the Standalone Financial Statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link:

https://ausom.in/PDF/POLICY/Material%20Related%20Party%20Transaction %20Policy.pdf

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of Related party transaction which were transacted during the year under review on arms length basis and in the ordinary course of business are set out as in form AOC-2 at Annexure-H to this Report.

35. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement: -

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materialdepartures;

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 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;

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; and

f) 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.

36. RISK MANAGEMENT

Your Directors have voluntarily constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Companys enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

37. AUDIT COMMITTEE

Composition of Audit Committee is given in the Corporate Governance Report which forms part of this report.

The Board has accepted all the recommendations of the Audit Committee during the F.Y. 2025-2026.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a robust policy on prevention, prohibition and redressal of sexual harassment at the workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder has been laid down and circulated to every employee of the company so as to inform them about the redressal mechanism available to them against any kind of harassment. Your directors state that during the financial year under report, there were no cases filed or compliant received from any employee pertaining to the sexual harassment. More details on the same have been given in the corporate governance report, which forms part of this report.

An Internal Complaints Committee (ICC) has been constituted at all applicable locations to redress complaints received regarding sexual harassment. The ICC is duly constituted and comprises members in accordance with the statutory requirements, including an external member with experience in social work and legal knowledge.

Number of complaints of sexual harassment received in the year: NIL Number of complaints disposed of during the year: NIL Number of cases pending for more than ninety days: NIL

A policy framed and adopted by the Board of Directors of the Company on prevention of sexual harassment is uploaded on the company website at below web link: https://www.ausom.in/otherdocuments-policy.html

39. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. MAINTENANCE OF COST RECORDS

During the year under review the Company is not required to maintain any cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are not made and maintained by the Company.

41. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed on BSE Limited (BSE) and National Stock Exchanges of India Limited (NSE). The annual listing fees for the FY 2025-26 & 2026-27 has been paid timely to these Stock Exchanges.

42. REVISION OF FINANCIAL STATEMENT 0R BOARDS REPORT

During the year under review, there were no such instance due to which revision in Financial Statement or Boards Report is being made.

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC)

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year even upto the date of this report.

44. THE 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 THE REASONS THEREOF

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to women employees.

46. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For AuSom Enterprise Limited For and on behalf of the Board of Directors,

	Zaverilal V. Mandalia	Kishor P. Mandalia
Place: Ahmedabad	Director	Managing Director
Date: 12 th August, 2026	DIN: 00133262	DIN: 00126209