Austin Engineering Company Ltd Directors Report

To the Members,

Your Directors have the pleasure in submitting their 48th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2026.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31 st March, 2026 along with previous year figure is summarized as here under:

(Amt Rs in Lakhs)

Particulars	Year ended	Year ended
	31 st March, 2026	31 st March, 2025
	(Standalone)	(Standalone)
Gross profit before Interest, Depreciation and Tax	836.01	631.09
Less: Interest and Depreciation	197.94	184.93
Profit / (Loss) before Tax	638.07	446.16
Provision for Taxation/ Deferred Tax (Assets) / Liabilities	193.99	93.49
Profit / (Loss) after Tax	444.08	352.67
Add: Other Comprehensive Income	52.42	71.23
Total Comprehensive Income / Loss	496.50	423.90

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

The sales (standalone) during the year were Rs. 11933.61 Lakhs as against Rs 10292.40 Lakhs in the previous year. The Company has recorded a growth of approximately 15.95% in sales as compared to the previous year. The Company made an export worth of Rs 6260.40 Lakhs during the current year as against Rs 5742.64 Lakhs in the previous year. The Company made a net profit of Rs. 444.08 Lakhs in the current year as against Rs 352.67 Lakhs in the previous year, excluding other comprehensive income. The improved financial performance is attributable to the Companys continued focus on operational efficiency, effective cost management, and sustained business growth. The management remains committed to further strengthening the Companys operational and financial performance through ongoing initiatives aimed at enhancing productivity, optimising costs, and driving sustainable growth.

DIVIDEND:

After considering the financial position and future growth plans of the Company, the Board of Directors has decided to retain and reinvest the profits earned during the year to strengthen the Companys reserves and support its business operations and expansion. Accordingly, no dividend has been recommended for the financial year ended 31st March, 2026 .

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31st March, 2026 was Rs 3,47,78,000/- During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Re-appointment/appointment of Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, MR. HIREN NAROTTAM VADGAMA (DIN 00145992), Whole-Time-Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends their appointment for your approval.

Resignation of Director:

Subsequent to the close of the financial year under review, Mr. Jagadishchandra Bhagwanjibhai Jagani (DIN 07645671), Independent Director, resigned from the Board of Directors of the Company with effect from 20th May, 2026 due to personal reasons.

The Board places on record its sincere appreciation for the valuable guidance, support, and contributions made by Mr. Jagadishchandra Bhagwanjibhai Jagani during his tenure as a Director of the Company and wishes him success in his future endeavours.

The Company continues to comply with all applicable requirements relating to the Composition of the Board of Directors after cessation of Mr. Jagadishchandra Bhagwanjibhai Jagani.

Key Managerial Personnel:

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

• Mr. Hiren N Vadgama (Chairman & Whole Time Director)

• Mr. Rajan R Bambhania (CEO & Managing Director)

• Mr. Jignesh S Thanki (Whole Time Director)

• Mr. Siddik A Kotal (Chief Financial Officer)

• Mr. Hemant Singh Jhala (Company Secretary)

During the year under review, there were no changes in the KMP of the Company.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMPOSITION OF VARIOUS COMMITTEES:

The details of various committees constituted by the Board as per the Regulations 18, 19 and 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report, which forms part of this report.

MEETINGS:

During the year FOUR Board Meetings, FOUR Audit Committee Meetings, ONE Nomination and Remuneration Committee Meeting, ONE Stakeholders Relationship Committee Meeting and ONE separate Meeting of Independent Directors were held. The details of the same are given in the Corporate Governance Report. The intervening gaps between the Board meetings and Committee Meetings were within the period prescribed under the Companies Act, 2013/SEBI (LODR) Regulation, 2015 in compliance with the secretarial standards SS-1 issued by ICSI.

INDEPENDENT DIRECTORS AND DECLARATIONS:

The Independent Directors met on 23rd May, 2026 , without the Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DIRECTOR DISQUALIFICATIONS AND DISCLOSURE:

None of the Directors of your Company is disqualified as per provisions of Section 164 (2) of the Companies Act, 2013 for the financial year ended on 31st March, 2026 . Your directors have made necessary disclosures, as required under Companies Act, 2013. The Company has obtained a certificate dated 12th May, 2026 from SHAHS & ASSOCIATES , a peer-reviewed firm of Practicing Company Secretaries in that regard. The certificate for non-disqualification of directors for the financial year ended on 31st March, 2026 is annexed herewith marked as Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanation obtained, the Board hereby submits its responsibility Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013: a) In the preparation of the Annual Accounts for the year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2026 and of the profit of the Company for the year ended on 31st March, 2026;

c) The Directors had 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 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 (IFC) and that such Internal Financial Controls are adequate and were operating effectively;

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.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN 108647W) were appointed as Statutory Auditors of the Company for a period of Five (5) years from the conclusion of the 47th Annual General Meeting till the conclusion of 52nd Annual General Meeting by the member of the Company at their meeting held on Monday, 29th September, 2025.

The Statutory auditors have confirmed that their continuation as Auditors would be within the prescribed limit under Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for the appointment as Statutory Auditors.

SECRETARIAL AUDITOR:

According to Regulation 24A of SEBI (LODR) Regulations, 2015, M/s SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, were appointed as Secretarial Auditor of the Company for a period of Five (5) years from the conclusion of the 47th Annual General Meeting till conclusion of 52nd Annual General Meeting by the member of the Company at their meeting held on

Monday, 29th September, 2025. The Secretarial Audit Report for the financial year ended on 31st March, 2026 is annexed herewith marked as Annexure A to this Report.

There is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors and Secretarial Auditor in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2026.

INTERNAL AUDITOR:

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SUBHASH AKBARI & CO. , Chartered Accountants, and Junagadh as Internal Auditors of the Company for the financial year 2026-27.

INTERNAL FINANCIAL CONTROLS:

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorized, recorded, and reported correctly.

COST AUDITOR AND COST AUDIT REPORT:

M/s SAGAR M. KAPADIYA & COMPANY , Cost Accountant, Rajkot (Registration No. 103615), were appointed as Cost Auditors of the Company. The Board, based on the recommendation of the Audit Committee of Directors has approved their appointment, for conducting the cost audit for FY 2026-27. A resolution seeking approval of the Members for ratifying the remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only) plus applicable taxes, travel and actual out-of-pocket expenses payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM.

The provision of Section 148(1) of the Companies Act, 2013 pertaining to maintenance of cost records are applicable to the Company and accordingly such accounts and records are made and maintained by the Company. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

DISCLOSURES:

AUDIT COMMITTEE:

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee consists of the following directors:

Mr. J. B. Jagani [Chairman of committee] Mr. D.T. Mithani [Member] Mr. S. K. Bhadeshiya [Member]

All the members of the Audit Committee are Independent Directors.

Subsequent to the close of the financial year under review, Mr. J. B. Jagani , Independent Director and Chairman of the Audit Committee, tendered his resignation from the Board of Directors of the Company with effect from 20th May, 2026 due to personal reasons. Consequently, the position of Chairman of the Audit Committee became vacant.

In order to ensure compliance with the requirements of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board reconstituted the Audit Committee and appointed Ms. I.K. Thanki, Independent director of the Company as the Chairman of the Committee, by passing a resolution by circulation on 20th May, 2026 , in accordance with Section 175 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The revised composition of Audit Committee is as under: Ms. I. K. Thanki [Chairman of committee]

Mr. D.T. Mithani [Member] Mr. S. K. Bhadeshiya [Member]

The Company continues to comply with all applicable requirements relating to the Composition of the Audit Committee.

WHISTLE BLOWER POLICY:

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the companys code of conduct, if any. The details of the whistle blower policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY:

The Companys policy relating to appointment of directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website of the Company.

RELATED PARTY TRANSACTIONS AND POLICY:

All related party transactions entered into by the Company during the financial year were placed before the Audit Committee and approved by it in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transactions were entered into in the ordinary course of business and on an arms length basis.

During the year, the Company has entered into material related party transactions with its wholly owned subsidiary in terms of Section 188 of the Act and SEBI Listing Regulations, as applicable. These transactions were undertaken in the ordinary course of business and on an arms length basis. And in pursuance of the provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188 are provided in Form AOC-2 , which forms part of this Report as Annexure F .

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at http;/www.aec.com .

RISK MANAGEMENT POLICY:

The Board of Directors is responsible for identifying, evaluating, and managing the significant risks faced by the Company. The Board has approved the Risk Management Policy, which serves as an overarching framework for identifying, assessing, monitoring, and mitigating risks across the organization.

The Company has established a robust risk management framework and follows well-defined risk assessment and mitigation procedures, which are periodically reviewed by the management. The framework enables the Company to identify risks and opportunities that may affect the achievement of its business objectives, assess their likelihood and potential impact, and implement appropriate mitigation measures. In the opinion of the Board, none of the risks identified by the Company threatens its existence or materially affects its ability to continue as a going concern.

The Risk Management Policy is also available on the Companys website.

As the provisions relating to the constitution of a Risk Management Committee are not applicable to the Company, no such committee has been constituted.

MATERIAL CHANGES AND COMMITMENTS :

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

ANNUAL RETURN WEB LINK:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, the draft Annual Return as on March 31, 2026 of the Company is available on the Companys website and can be accessed at http:/www.aec.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements for the Financial Year ended 31st March, 2026 .

All such transactions have been undertaken in compliance with the applicable statutory provisions, and within the limits approved by the Board and/or Shareholders of the Company.

AMOUNT TO BE TRANSFERRED TO RESERVES:

The Board of Directors after considering the Companys financial position, liquidity requirements and future business plans, proposed not to transfer any profits to the Reserves of the Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The overall business profile and operational focus of the Company remains unchanged from the previous financial year.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATIONS:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure D , forming part of this Report.

As per Section 136 (1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

The Company has a wholly owned subsidiary, Austin Engineering Company (formerly known as Accurate Engineering Inc. ), incorporated in the United States of America. The Company does not have any associate company or joint venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1 is annexed to this Report as Annexure E and forms an integral part of this Report.

The standalone financial statements of the subsidiary are available for inspection by the members at the registered office of the Company during business hours and are also available on the Companys website http:/www.aec.com .

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, read with Regulation 33 of SEBI Listing Regulation, the Company has prepared Consolidated Financial statements of the Company and its wholly owned subsidiary Austin Engineering Company (Formerly known as Accurate Engineering Inc.) which forms part of this report

CORPORATE GOVERNANCE:

As per Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate reports on Corporate Governance, Management Discussion and Analysis and a certificate from the Companys Secretarial Auditors on Corporate Governance, forms part of this Report. Your Company is committed to maintaining the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, (FY 2014-15) were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, notified by the Ministry of Corporate Affairs and subsequent amendment thereof, the Company has also transferred shares to IEPF Authority in respect of the dividend which had not been paid or claimed by shareholders for seven consecutive years or more.

The Company sent individual notices to the concerned shareholders, whose shares and dividend were liable to be transferred to IEPF Authority, to their latest available addresses. The Company displayed full details of such shareholders, dividend, and shares on its website at http://www.aec.com. The shareholders are requested to verify the details of the shares liable to be transferred as aforesaid.

The Company had declared a dividend for the financial year 2018–19. Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the amount remaining unpaid or unclaimed in respect of the said dividend for a period of seven consecutive years, together with the corresponding shares on which such dividend has remained unpaid or unclaimed for the said period, shall be transferred to the Investor Education and Protection Fund (IEPF).

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has met the prescribed net profit criteria under Section 135 of the Companies Act, 2013 during the financial year ended 31st March 2026. Accordingly, the provisions relating to Corporate Social Responsibility (CSR) shall be applicable to the Company from the

Financial Year 2026-27.

In accordance with the provisions of Section 135(9) of the Act the Company is not required to constitute a Corporate Social Responsibility Committee under the applicable provisions of the Companies Act, 2013, the functions of the CSR Committee shall be discharged by the Board of Directors.

The Board of Directors, at its meeting held on 27th May 2026 , approved the Corporate Social Responsibility (CSR) Policy of the Company. The Company shall undertake CSR activities in accordance with the approved CSR Policy and the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The same has been placed at website of the Company www.aec.com.

Since the provisions relating to CSR were not applicable to the Company during the Financial Year 2025-26, the Annual Report on CSR Activities as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 does not form part of this Boards Report.

The Company has initiated the necessary measures for compliance with the CSR provisions and shall undertake CSR activities and make requisite disclosures in accordance with the applicable statutory requirements.

CREDIT RATING OF SECURITIES:

The Company was assigned rating of SME1 by SMERA Ratings Private Limited (formerly known as SME Rating Agency of India Limited), Mumbai, under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency for investors. SME1 is the highest rating on SMERAs Bank Loan Rating Scale for SMEs, indicating the highest level of creditworthiness and the lowest credit risk for meeting financial obligations, such as loan repayments.

PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised Code of Conduct to Regulate, Monitor and Report Trading by Insiders (the Code). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid Codes are posted on the Companys website www.aec.com.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. Your directors state that during the year under review, no complaints of sexual harassment were received in the year; nor any cases were filed or pending pursuant to the said Act.

DISCLOSURE RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company hereby confirms that it is in compliance with all applicable provisions of the Maternity Benefit Act, 1961, including amendments thereto. The Company ensures that all eligible women employees are provided with the maternity benefits as prescribed under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company remains committed to upholding the rights and welfare of its women employees in accordance with the law.

INSURANCE:

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 :

During the year under review, no application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON VALUATION AND ONE TIME SETTLEMENT (OTS) WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION : During the year under review, there was no one-time settlement of loans taken from banks and financial institutions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations

FRAUD REPORTING:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board, and /or Central Government under Section 143 (12) of the Companies Act, 2013 and Rules framed thereunder.

INDUSTRIAL RELATIONS :

The industrial relations with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your directors wish to place on record their sincere gratitude for the continued trust, co-operation and patronage extended by the Companys valued customers in both the OEM and aftermarket segments. The Directors also express their sincere appreciation for the continued support, guidance and co-operation received from the Companys bankers, customers, suppliers, business associates, Government and regulatory authorities, and other stakeholders during the year under review. The Board of Directors places on record its deep appreciation for the commitment, dedication and valuable contribution made by the employees at all levels, whose continued efforts have significantly contributed to the Companys performance during the year.

	By order of the Board of Director
	Sd/-
Place : Patla, Junagadh	Hiren N Vadgama
Date : 27th May, 2026	Chairman & Executive Director