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Ausom Enterprise Ltd
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BSE Code 509009 border-img ISIN Demat INE218C01016 border-img Book Value 105.08 border-img NSE Symbol AUSOMENT border-img Div & Yield % 1 border-img Market Cap ( Cr.) 136.2 border-img P/E 5.25 border-img EPS 19.04 border-img Face Value 10

To

The Members,

M/s. AUSOM ENTERPRISE LIMITED Ahmedabad

Your Directors have pleasure in presenting their 41st Annual Report of Ausom Enterprise Limited ("the Company") together with the Audited Financial Statements for the year ended 31st March, 2025 i.e FY 2024-25.

1. COMPANY'S FINANCIAL PERFORMANCE

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

(Rupees in Lakhs)

Particulars

Standalone

Consolidated

Current Year Previous Year Current Year Previous Year
31st March 31st March 31st March 31st March
2025 2024 2025 2024

Net Sales /Income from Business Operations

2,39,253.35 96,834.91 2,39,253.35 96,834.91

Other Income

1,380.40 782.87 501.77 711.60

Total Income

2,40,633.76 97,617.78 2,39,755.13 97,546.52

Profit before Depreciation

2,235.34 1,120.54 1,350.06 1049.27

Less: Depreciation

19.71 19.99 19.71 19.99

Shares of Profit / (Loss) from Joint Ventures

--- --- 878.73 71.27

Profit after depreciation but before tax

2,215.63 1,100.55 2,209.08 1,100.55

Less: Current Income Tax

253.69 185.00 253.69 185.00

Less: Deferred Tax

Nil Nil Nil Nil

Net Profit after Tax

1,961.94 915.55 1955.39 915.55

Amount transferred to General Reserve

Nil Nil Nil Nil

Amount transferred to General Reserve

1,961.94 915.55 1,955.39 915.55

Earnings per share (Basic)

14.40 6.72 14.35 6.72

Earnings per Share (Diluted)

14.40 6.72 14.35 6.72

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

2. DIVIDEND

The Board recommends final dividend of Rs. 1/- per equity share of Rs.10/- each for the F.Y. 2024-25, subject to the approval of Members at the ensuing 41st Annual General Meeting of the Company and deduction of tax at source, as required under the law. Considering the Market Capitalization, the provisions of Dividend Distribution Policy is not applicable to the Company for the FY 2024-25.

20

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

Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.

4. AMOUNTS TRANSFERRED TO RESERVES

During the year, Company has earned profit of Rs. 1961.94 Lakhs which has been transferred to surplus in the Statement of Profit and Loss. As a result as on 31st March, 2025 the balance of total reserve and surplus is amounting to Rs. 12,949.73 Lakhs.

5. BUSINESS OPERATIONS / STATE OF THE COMPANY'S AFFAIRS

The Company has generated revenue of Rs. 2,39,253.35 Lakhs as compared to Rs. Rs. 96,834.91 Lakhs during the previous financial year. The Company has generated net profit amounting to Rs. 1961.94 Lakhs (PAT) as against Rs. 915.55 Lakhs (PAT) for the previous financial year.

• The Company during current year is anticipating to achieve gross 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.

• During the year under review, there is no change in the nature of business.

• Segment wise position of business and its operation: As the Company's business activities fall within a single primary business segment viz "trading in Commodities, Bullions, Gold Jewellery, Diamonds, Derivatives, Shares and Securities" the disclosure requirements of segment wise position of business and its operations are not applicable.

• Key business developments if any; Nil

• Details and status of acquisition, merger, expansion, modernization and diversification if any; Not Applicable

• Any other material event having an impact on the affairs of the company, if any; Nil

• Capital expenditure programmes, if any; During the year the Company incorporated its Wholly own Subsidiary i.e. Amazo Solar Power Private Limited and invested Rs. 100.00 Lakhs as Equity Share Capital.

CHANGE IN NATURE OF BUSINESS

During the FY 2024-25, there is no change in the nature of the business of the

Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF BOARD'S 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.

7. CHANGE OF REGISTERED OFFICE:

The Registered office of the Company will be 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, subject to approval of the members in Annual General Meeting of the Company.

8. 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 for or against the Company by any authorities which impact the going concern status and Companies future operations.

9. 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 company's 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 financial information.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, 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.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Even the company does not have any unpaid or unclaimed deposit at the end of the year.

11. 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.

12. REPORT ON CORPORATE GOVERNANCE

Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Regulation 17 to 27 and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance 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 attached at Annexure -‘A'.

13. MANAGEMENT DISCUSSION AND ANALYSIS

A statement on Management Discussion and Analysis of the Company is also part of this Annual Report at Annexure -‘B'.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The 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 Company for the year under consideration had spent total amount required to be spent towards CSR activities.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company's website, the link for the same is as under https://ausom.in/PDF/POLICY/CORPORATE%20SOCIAL%20RESPONSIBILI TY%20POLICY.pdf

The Annual Report on CSR activities pursuant to Section 135 of the Companies Act, 2013 that with its rules is attached at Annexure-‘C'.

Composition of CSR Committee is given in the Corporate Governance Report hence not reproduced here for the sake ofbrevity.

15. COMPANY' S 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 reenactments) 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 13th February, 2025 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 Company's 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 the 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%20REMUNERATI ON%20POLICY.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-‘F' to this report.

16. ANNUAL RETURN

Link of annual return in the form of MGT -7 for the FY 2024-25 as per the Section 92(3) read with Section 134(3)(a) of the Companies Act, is as below; https://ausom.in/annual-return.html

17. AUDITORS AND QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS

STATUTORY AUDITORS

M/s C. R. Sharedalal & Co., Chartered Accountants, Ahmedabad, (F. R. No. 109943W) was appointed as Statutory Auditors at the 38th Annual General Meeting of the Company held on 29th September, 2022 who shall hold such office for a period of 5 years until the conclusion of 43rd 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 31st March, 2025. 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) is a 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 28th May, 2025, approved the appointment of Mr. Niraj Trivedi, Practicing Company Secretary, having Certificate of Practice No. 3123, Peer Reviewed Certificate No. 1014/2020 as Secretarial Auditors of the Company for a term of five years, i.e., from 1st April, 2025 to 31st March, 2030, subject to approval of the Members at the ensuing Annual General Meeting.

Mr. Niraj Trivedi is a leading firm in the field of secretarial and compliance services in India, with over 25 years of experience. The firm has extensive expertise in corporate laws, capital market transactions, listing and delisting of equity shares, compliance audits, corporate governance, mergers and acquisitions, and economic laws.

Further, Mr. Niraj Trivedi has provided confirmation that it is eligible for appointment and is not disqualified under any applicable provisions of the Act and the Listing Regulations.

The Board recommends the appointment of Mr. Niraj Trivedi as Secretarial Auditors of the Company for the aforesaid term, for approval of the members. The relevant details and terms of appointment are also set out in the Notice of the Annual General Meeting forming part of this Annual Report.

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 conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report in prescribed format MR-3 for the financial year ended March 31, 2025 is annexed here with marked at Annexure-‘D' to this Report.

There is qualification made by the auditors in their Secretarial Audit Report ofthe Company for the financial year ended 31st March, 2025.

The observation made in the Secretarial Audit Report are as per the following:

a. Under the Companies Act, 2013 & Rules framed thereunder are:

During the period under review, the Company submitted the required forms and returns with the Registrar of Companies (ROC), Gujarat, within the prescribed time except few e-forms, which were submitted with additionalfees.

Response from Management:

The delay was due to oversight on the part of the Company Secretary & Compliance officer. The management has taken it seriously and accordingly instructed to the Company Secretary & Compliance Officer of the Company to implement the process & system which shall give alert for various compliances under the Act and other applicable enactment to the Company so as to ensure compliances in a timely and effectively manner. This would avoid such delay in submission of e-forms in the future.

b. Under the SEBI Act, Regulations, Rules, Guidelines, Notifications, Circulars etc. are;

1. Up to the date of AGM (Sept. 24), all the RPT transactions were with the approval of Audit Committee which later on ratified in the AGM dated 27th September 2024.

2. Pursuance to Reg. 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has started maintaining the SDD from May, 2024.

3. The Company has not submitted integrated financial report for the period

pertaining to the third quarter of FY 2024-25 in the required pdf format with BSE & NSE.

Response from Management:

The non-compliances of various requirements under the SEBI Regulations as stated above were made inadvertently and due to oversight on the part of the Company Secretary and Compliance Officer of the Company. To avoid the same in future, the Company has established internal mechanism which shall facilitate the Company Secretary and Compliance Officer to observe all relevant SEBI compliances timely and effectively.

18. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review no fraud has been reported by the Auditors of the Company.

19. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

The 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 Listing Regulations for the directors and employees to report violations of applicable laws and regulations and the Code of Conduct. During the FY 2024-25 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 2024-25, 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&%20 Whistle%20Blower%20Policy.pdf

20. SHARES

As on 31st March, 2025, the issued, subscribed and paid up capital of the Company stood at Rs. 13,62,35,520/- comprising of 1,36,23,552 equity shares of Rs. 10/- each.

During the FY 2024-25, 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

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differentialrights.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

The Business Responsibility and Sustainability Report ("BRSR") is not Applicable to the Company.

22. 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 Lighting which has resulted in substantial savings of power.

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), following information may be furnished: 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. 4.07 Lakhs) and outgo is Rs. 213714.69 Lakhs (Previous years Rs. 85097.49 Lakhs).

23. 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 Company's processes to align the same with good industry practices

Mr. Hitesh Adeshara (DIN: 02726701), Mr. Ghanshyambhai Bhikhabhai Akbari (DIN: 00196160) and Mrs. Nirupama Hasmukhrai Vaghjiani (DIN: 06956012), ceased to be directors of the Company due to completion of their respective 2nd term as an Independent Directors at the 40th Annual General Meeting of the Company held on . 27th Day of September, 2024.

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 8th August, 2024 and their appointments were regularized by the members at the 40th Annual General Meeting of the Company held on 27th 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. Zaverilal Virjibhai 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 of the Company.

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- ‘E' to thisreport.

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 are the Key managerial Personal of the Company.

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.

Separate meeting of Independent Directors of the Company was held on 13th February, 2025 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company, taking into views of executive directors and non-executives directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

DECLARATION OF INDEPENDENT DIRECTOR(s)

All the Independent Directors have submitted their declaration to the Board to the effect that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves as Independent Directors under the provisions of Section 149(7) of the Companies Act, 2013 and the relevant rules.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

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.: - No appointment during the year.

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, Company's 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/PDF/POLICY/familiarisation programme for indepe ndent non-executive directors.pdf

24. 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- ‘F' to this report.

25. NUMBER OF BOARD AND COMMITTEE MEETINGS

During the Financial Year 2024-25, total 5 (Five) meetings of Board of Directors were held respectively on 21/05/2024, 13/06/2024, 08/08/2024, 25/10/2024 and 13/02/2025.

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

Non-mandatory Committees:

> Risk Management 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 2024-25 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 attached at Annexure -‘A'.

26. 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.

27. DETAILS OF SUBSIDIARIES AND JOINT VENTURES COMPANIES:-

During the year the Company incorporated its Wholly Owned Subsidiary Company namely i.e. Amazo Solar Power Private Limited on 26th Day of November, 2024.

Further, the Company does not have any associate company(ies) or joint venture company(ies) during FY 2024-25.

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 Company's joint venture is given in prescribed form AOC-1. The said form is attached at Annexure - ‘G'.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties under Section 188 of Companies Act, 2013 andthe Regulation 23 of SEBI (LODR), Regulations, 2015 were in the ordinary course of business and on an arm's length basis.

Up to the date of Annual General Meeting (Sept. 24), all the related party transactions were with the approval of Audit Committee which later on ratified in the AGM dated 27th September 2024.

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 Integrated 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 Company's website at the link:

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

The particulars in prescribed form AOC-2 is attached at Annexure - ‘H' .

29. 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 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 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.

30. RISK MANAGEMENT POLICY

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 Company's 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 Company's 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.

31. AUDIT COMMITTEE

Composition of Audit Committee is given in the Corporate Governance Report hence not reproduced here for the sake ofbrevity.

The Board has accepted all the recommendations of the Audit Committee during the F.Y. 2024-2025.

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

The 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.

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.

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

33. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

34. 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.

35. 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 2024-25 & 2025-26 has been paid timely to these Stock Exchanges.

36. REVISION OF FINANCIAL STATEMENT OR 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.

37. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE f"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.

38. 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.

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

During the FY 2024-25 the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to women employees.

40. 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,

Kishor P. Mandalia Vipul Z. Mandalia

Place: Ahmedabad

Managing Director Director

Date: 7th August, 2025

DIN:00126209 DIN:02327708

   

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