Autofurnish Ltd Directors Report

Dear Members,

AUTOFURNISH LIMITED

Your directors have pleasure to present the 11th (Eleventh) Board Report on the business and operations of the Company together with Audited Financial Statements for the financial year 2025-26. The financial highlights are as follows: -

We are pleased to present Companys 11th Annual Report along with the Annual Financial Statements detailing the business performance and operations of our company. This report also includes a summary of our financial statements for the financial year ending March 31, 2026.

Company is committed to setting new benchmarks in corporate transparency and accountability. This comprehensive report is a testament to our dedication to providing a holistic view of our performance, strategy, and impact. Our robust corporate governance framework reflects our dedication to ethical leadership, compliance, and stakeholder trust.

We present the financial statements for the year, providing a transparent and precise assessment of our financial position, operational results, cash flows, and changes in equity. These statements have been prepared in strict accordance with applicable accounting standards, ensuring accuracy and reliability.

FINANCIAL RESULTS:

The Companys financial performance for the financial year ended March 31, 2026 is summarized below:

Standalone Financial Performance

Particular	2025-2026	2024-2025
Revenue from operations	3,685.75	3,226.26
Other Revenue	120.00	30.61
Total Income	3,805.75	3,256.87
Total Expenses	3,356.65	2,840.61
Profit Before Tax	449.09	406.22
Less: Income Tax – Current Year	117.15	107.12
Deferred Tax	-2.52	-11.27
Previous Year	13.44	0.02
Profit/(Loss) after tax	321.02	310.36
Basic EPS	3.22	3.45
Diluted EPS	3.22	3.45

Consolidated Financial Performance

Particular	2025-2026	2024-2025
Revenue from operations	3,901.20	3,305.41
Other Revenue	121.28	82.89
Total Income	4,022.48	3,388.30
Total Expenses	3,513.79	2,905.05
Profit Before Tax	508.69	473.22

2013 and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India. The applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have also been complied with.

Consolidated Financial Performance (continued)

Particular	2025-2026	2024-2025
Less: Income Tax - Current Year	131.12	122.47
Deferred Tax	-1.27	-9.52
Previous Year	15.51	0.04
Profit/(Loss) after tax	363.33	360.23
Basic EPS	3.65	3.96
Diluted EPS	3.65	3.96

The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India. The applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have also been complied with.

OVERVIEW & STATE OF COMPANYS AFFAIRS

During the year under review, the Company continued to engage in the design, manufacturing, marketing and sale of automotive accessories for cars and two-wheelers. Its product portfolio includes body covers, foot mats, seat covers, organizers, cushions, sunshades and other related accessories marketed primarily under the brands "Autofurnish" and "Mototrance."

The Company primarily serves the B2B segment, while its wholly owned subsidiary, Golden Mace Private Limited, caters to the B2C segment through e-commerce platforms and the Companys website.

The Company manufactures its core products at its manufacturing facility and also sources selected automotive accessories from reliable suppliers for trading and distribution.

TRANSFER TO RESERVES

During FY 2025-26, the Board did not propose to transfer any amount to the General Reserve. The profit for the year has been retained in the Statement of Profit and Loss. Movements in other reserves are disclosed in Note 4 "Reserves and Surplus" to the financial statements forming part of this Annual Report.

DIVIDEND

Considering the Companys financial position and future growth requirements, the Board of Directors has not recommended any dividend for FY 2025-26. The profits have been retained to support working capital requirements, business expansion and long-term growth.

SHARE CAPITAL

Authorized Share Capital

During FY 2025-26, the Authorised Share Capital was increased from 13,00,00,000 to 15,00,00,000 pursuant to the approval of the members at the Extra-ordinary General Meeting held on September 5, 2025.

As at March 31, 2026, the Authorised Share Capital stood at 15,00,00,000, divided into 1,50,00,000 equity shares of 10 each.

Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital during FY 2025-26. As at March 31, 2026, it stood at 9,95,45,080, divided into 99,54,508 equity shares of 10 each.

Subsequent to the close of the financial year, the Company allotted 35,61,000 equity shares pursuant to its Initial Public Offer. Consequently, the paid-up share capital increased to 13,51,55,080, divided into 1,35,15,508 equity shares of 10 each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at March 31, 2026, Golden Mace Private Limited was a wholly owned subsidiary of the Company. The Company did not have any associate or joint venture company.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements, which form part of this Annual Report. A statement containing the salient features of the subsidiarys financial statements in Form AOC-1 is annexed to the financial statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL STATEMENTS RELATE AND DATE OF REPORT

Subsequent to March 31, 2026, the Company completed its Initial Public Offering of 35,61,000 equity shares of 10 each at an issue price of 41 per share, aggregating to 1,460.01 lakhs. The equity shares were listed on the SME Platform of BSE Limited with effect from May 29, 2026.

Except as stated above and disclosed elsewhere in this Report, no other material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

During the financial year 2025-26, the Company did not grant any new loans, provide any guarantees or securities, or make any fresh investments covered under Section 186 of the Companies Act, 2013.

Details of the Companys existing long-term investment and short-term loans and advances are disclosed in Notes 12 and 17, respectively, to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013 (Related Party Transactions section)

All related party transactions entered into during the financial year 2025-26 were in the ordinary course of business and on an arms length basis. Necessary approvals were obtained in accordance with the Companies Act, 2013 and the SEBI Listing Regulations, wherever applicable.

The Company did not enter into any material related party transaction requiring shareholders approval during the year. Details of related party transactions are disclosed in Note 32 to the standalone financial statements.

Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as Annexure I.

The Companys Related Party Transaction Policy is available on its website at Related Party Transactions Policy.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:

The disclosures required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure II to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return for the financial year 2025-26 in Form MGT-7 is available on the Companys website at Annual Returns.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board provides strategic direction and oversees the Companys business plans, financial performance, risk-management framework, internal controls and other significant corporate actions, while safeguarding the interests of all stakeholders.

As on March 31, 2026, the Board comprised five Directors: one Managing Director, one Executive Director, one Non-Executive Non-Independent Director and two Independent Directors, including one Woman Independent Director. The composition complied with the Companies Act, 2013 and other applicable statutory requirements. Following the listing of the Companys equity shares on the SME Platform of BSE Limited on May 29, 2026, the Company complies with the applicable provisions of the SEBI Listing Regulations.

None of the Directors was disqualified under Section 164(2) of the Companies Act, 2013. All Directors made the necessary disclosures required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

AS ON MARCH 31 2026. COMPOSITION OF BOARD DIRECTORS OF THE COMPANY AS FOLLOWS:

S. No.	Name of the Director	Classification	Category/Designation	Date of Appointment
1.	Mr. Puneet Arora	Promoter	Managing Director	05/05/2015
2.	Mr. Ruppal Wadhwa	Promoter	Executive Director and Chief Financial Officer	05/05/2015
3.	Mr. Vipul Vashisht	Non-Promoter	Non-Executive Director	05/09/2025
4.	Ms. Neha Sharma	Non-Promoter	Non-Executive Independent Director	08/05/2024
5.	Mr. Sourav	Non-Promoter	Non-Executive Independent Director	08/05/2024

* Ms. Neha Sharma (DIN: 10618068) has resigned from her position as Non-Executive Independent Director, and Mrs. Srishti Gupta (DIN: 11804113) has been appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from August 18, 2026.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013, Mr. Vipul Vashisht (DIN: 08388094), being liable to retire by rotation, offers himself for re-appointment as a Director and, being eligible, has consented to be re-appointed.

CHANGES IN DIRECTORS DURING THE FINANCIAL YEAR 2025-26.

During the year under review, Mr. Vipul Vashisht (DIN: 08388094) was appointed as an Additional Director in the category of Non-Executive, Non-Independent Director with effect from September 5, 2025.

He holds office up to the ensuing Annual General Meeting and is eligible for appointment as a Director, subject to members approval.

No Director resigned or ceased to hold office during the financial year.

KEY MANAGERIAL PERSON OF THE COMPANY

Pursuant to the provisions of section 2(51) and 203 of the Act, the following were the Key Managerial Personnel of the Company as on March 31, 2026:

S. No Name of the Director	Designation
1 Mr. Puneet Arora	Managing Director
2 Mr. Ruppal Wadhwa	Executive Director and Chief Financial Officer
3 Ms. Srishti Narang	Company Secretary & Compliance Officer

*During the financial year, Mr. Devendar Agarwal resigned from the office of Company Secretary and Compliance Officer with effect from September 5, 2025. Ms. Srishti Narang was appointed as the Company Secretary and Compliance Officer in his place with effect from September 15, 2025. Subsequently, after the close of the financial year, Ms. Srishti Narang resigned from the said office with effect from August 18, 2026. There were no other changes in the Key Managerial Personnel during the financial year.

MEETINGS OF THE BOARD AND COMMITTEES

During the Financial Year 2025-26, the Board met 12 (Twelve) times and the details of the meetings along with the attendance details are provided in the Corporate Governance Report, which forms the part of this Annual Report.

The gap between any two consecutive Board meetings was within the limits prescribed under Section 173 of the Act and applicable provisions of the SEBI Listing Regulations. The requisite quorum was present at all the meetings held during the period under review.

COMMITTEES OF THE BOARD

In compliance with the provisions of the Act and the SEBI Listing Regulations the Board has constituted following statutory committees:

a) Audit Committee;
b) Nomination and Remuneration Committee; and
c) Stakeholders Relationship Committee

Details regarding their composition, terms of reference, meetings and attendance are provided in the Corporate Governance Report forming part of this Annual Report.

During the FY 2025-26, all recommendations made by the Committees of the Board, were duly considered and accepted by the Board.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from Ms. Neha Sharma and Mr. Sourav confirming that they satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

The Independent Directors have registered their names in the databank maintained by the Indian Institute of Corporate Affairs in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also complied with the Code for Independent Directors prescribed under Schedule IV of the Act and the Companys Code of Conduct.

Based on the declarations received and its assessment, the Board is satisfied that the Independent Directors possess the requisite integrity, expertise, experience and proficiency. Details of their meetings and familiarisation programmes are provided in the Corporate Governance Report forming part of this Annual Report.

EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations, the Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has adopted a structured framework for evaluating the performance of the Board, its Committees, the Chairperson and individual Directors, including Independent Directors. The annual performance evaluation for FY 2025-26 was conducted in accordance with the approved framework.

Evaluation Process

The NRC approved a structured evaluation questionnaire covering the functioning and effectiveness of the Board, its Committees, the Chairperson and individual Directors.

a) The evaluation was conducted using a rating scale ranging from 1 (strongly disagree) to 5 (strongly agree).

b) The Directors completed and submitted their evaluation responses in respect of the Board, its Committees, the Chairperson and individual Directors.

Outcome of Evaluation

Based on the evaluation, the Board concluded that the Board, its Committees and individual Directors performed effectively and discharged their responsibilities satisfactorily during FY 2025-26. The evaluation reflected an appropriate level of participation, engagement and oversight by the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and belief, confirms that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards were followed, along with proper explanations relating to material departures, if any;
b) The Directors selected appropriate accounting policies, applied them consistently and made reasonable and prudent judgments and estimates to present a true and fair view of the state of affairs of the Company as at March 31, 2026 and its profit for the year ended on that date;

3. The Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;
4. The annual accounts were prepared on a going-concern basis;
5. Since the Company was not listed as at March 31, 2026, Section 134(5)(e) relating to internal financial controls of a listed company was not applicable for the year under review; and
6. The Directors devised proper systems to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

VIGIL MECHANISM/WHISTLEBLOWER POLICY

The Company is committed to maintaining high standards of integrity, transparency and ethical conduct in its business activities. In accordance with the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations, the Company has established a Vigil Mechanism through its Vigil Mechanism/Whistle-Blower Policy.

The mechanism provides Directors and employees with an appropriate channel to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, financial irregularities or other improper practices. It also provides safeguards against victimisation and access to the Chairperson of the Audit Committee in appropriate cases.

No whistle-blower complaints were received during FY 2025-26. Further details of the Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during FY 2025-26, as the Company did not meet the prescribed applicability thresholds.

Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a CSR Policy or incur any expenditure on CSR activities during the year. Therefore, the Annual Report on CSR Activities prescribed under the applicable rules is not required to be annexed to this Report.

AUDITORS & AUDITORS REPORT

STATUTORY AUDITOR

M/s M A N V & Associates, Chartered Accountants (Firm Registration No. 007351N), continued as the Statutory Auditors of the Company during FY 2025-26.

The Statutory Auditors Report on the standalone financial statements for the year ended March 31, 2026 forms part of this Annual Report. The Report contains an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation under Section 134(3)(f) of the Companies Act, 2013.

During the year under review, the Statutory Auditors did not report any fraud under Section 143(12) of the Act.

SECRETARIAL AUDITORS

The provisions relating to Secretarial Audit under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations were not applicable to the Company for FY 2025-26. Accordingly, no Secretarial Audit Report in Form MR-3 is required to be annexed to this Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and the rules made thereunder, M/s KMRG & Associates, Chartered Accountants (Firm Registration No. 029698N), were appointed as the Internal Auditors of the Company for FY 2025-26.

The Internal Auditors conducted periodic audits and submitted their reports to the Audit Committee. The Committee reviewed the audit findings, significant observations, management responses and implementation of corrective actions, wherever required. It also monitored the adequacy and effectiveness of the Companys internal controls and risk management framework.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adequate internal financial controls commensurate with the size, scale and complexity of its operations. These controls ensure orderly and efficient business operations, safeguarding of assets, prevention and detection of fraud and errors, accuracy of accounting records and timely preparation of reliable financial information.

During FY 2025-26, the internal financial controls were tested and found to be operating effectively. No material weakness or significant deficiency was reported by the Internal or Statutory Auditors. The Audit Committee and the Board periodically review the adequacy and effectiveness of these controls.

RISK MANAGEMENT

The Board has established an appropriate framework for identifying, assessing and mitigating risks associated with the Companys operations. It periodically reviews the effectiveness of risk management measures and the actions taken by management.

Risks that may materially affect the Company, including those that may threaten its existence, are identified and systematically addressed through appropriate mitigation measures on a continuous basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 are as follows:

• Conservation of energy: Not applicable
• Technology absorption: Not applicable
• Foreign exchange earnings and outgo: There was no foreign exchange inflow or outflow during the year.

CORPORATE GOVERNANCE:

Your Company remains committed to maintaining the highest standards of corporate governance and has complied with all applicable requirements prescribed under the Act and the SEBI Listing Regulations.

The Company continues to conduct its affairs with integrity, transparency, accountability, fairness and responsibility, while fostering trust and confidence among its shareholders, employees, customers, suppliers and other stakeholders. The principles of good corporate governance remain embedded in the Companys business practices and decision-making processes.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate Report on Corporate Governance forms an integral part of this Annual Report. The Report includes a certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

During FY 2025-26, the Company complied with the applicable Secretarial Standards, namely SS-1 and SS-2, issued by the Institute of Company Secretaries of India and approved under Section 118(10) of the Companies Act, 2013.

The financial statements have been prepared in accordance with the applicable Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021.

The Board has adopted a Code of Conduct and Ethics for the Directors and Senior Management Personnel. The Code promotes ethical business practices and sets out standards of responsibility, integrity, fairness, transparency and honesty in their dealings with the Company and its stakeholders.

MATERNITY BENEFIT

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and extended the prescribed benefits to eligible women employees during FY 2025-26.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to providing a safe and harassment-free workplace. It has adopted a Policy on Prevention of Sexual Harassment and constituted an Internal Committee in accordance with the applicable law.

During FY 2025-26:

Particular	Status
Complaints received	Nil
Complaints disposed of	Nil
Complaints pending at year-end	Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report for FY 2025-26 forms part of this Annual Report.

GENERAL DISCLOSURES

a) PUBLIC DEPOSITS: The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013, and no such deposits were outstanding as at March 31, 2026.

b) ONE TIME SETTLEMENT: The Company did not enter into any one-time settlement with any bank or financial institution during FY 2025-26.

c) REVISION IN FINANCIAL STATEMENT: The Company did not revise its financial statements or Boards Report during the year.

d) REMUNERATION AND COMMISSION FROM SUBSIDIARY: No Director of the Company received any remuneration or commission from its wholly owned subsidiary, Golden Mace Private Limited, during the year.

e) CHANGE IN NATURE OF BUSINESS: There was no change in the nature of the business of the Company during FY 2025-26.

f) COST AUDIT AND COST RECORDS: Pursuant to the provisions of Section 148 of the Act read with the applicable rules made thereunder, the maintenance of cost records and the requirement of cost audit are not applicable to the Company in respect of its business activities.

g) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the financial year under review, there were no amounts lying unpaid or unclaimed towards dividend or any other amounts required to be transferred to the Investor Education and Protection Fund ("IEPF") pursuant to the provisions of Section 125(2) of the Act. Accordingly, no amount was transferred by the Company to the IEPF during the year under review.

h) APPLICATION/PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: No application was filed against the Company, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016, as on March 31, 2026.

i) CORPORATE ACTION: During the FY 2025-26, the Company duly complied with all applicable statutory and regulatory requirements relating to corporate actions. There was no instance of any delay or failure in implementing corporate actions within the timelines prescribed under the applicable laws, regulations, and listing requirements.

j) DOWNSTREAM INVESTMENT COMPLIANCE: The provisions relating to downstream investment under FEMA and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 were not applicable to the Company during the year.

k) EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES: During the year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act and the rules made thereunder.

l) SIGNIFICANT OR MATERIAL ORDERS: No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future.

m) EMPLOYEES STOCK OPTION SCHEME (ESOP): During the year under review, the Company has not issued the equity shares to their employee in terms of the Act and the rules made thereunder.

ACKNOWLEDGEMENT

The Board expresses its sincere appreciation for the support and cooperation received from banks, government and regulatory authorities, the Stock Exchange, shareholders, customers and vendors during FY 2025-26.

The Board also acknowledges the dedication and valuable contributions of the Companys employees and looks forward to their continued support in achieving the Companys future growth objectives.

For Autofurnish Limited