The Board of Directors ("Board") is pleased to present this Twenty Ninth Annual Report of Aurionpro Solutions
Limited ("the Company" or "Aurionpro") together with the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended 31^st March, 2026 ("financial year").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The key highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company's financial performance for the financial year ended 31^st March, 2026 as compared to the
previous financial year ended 31^st March, 2025 is summarized below:

(5 in lakhs)

Key Performance Highlights

During FY 2025-26, the Company delivered a
strong financial performance, supported by
sustained business momentum, increased
adoption of its technology platforms and
continued focus on innovation-led growth.

The key highlights of the Company's
consolidated performance are as follows:

• The Company's consolidated revenue
from operations increased to 51,41,108.51
lakhs during FY 2025-26, registering a
growth of approximately 20% year-on-year
compared to 51,17,296.71 lakhs in FY 2024-25.

• The Company's consolidated EBITDA
increased to 5282 crore during FY 2025-26,
registering a growth of approximately 17%
year-on-year compared to 5242 crore in FY

2024- 25, while maintaining a healthy EBITDA
margin at around 20%.

• The Company's consolidated profit after
tax increased to 521,178.50 lakhs during FY

2025- 26, compared to 518,842.80 lakhs
in FY 2024-25, registering a growth of
approximately 12% year-on-year, with PAT
margin maintained at around 15%.

2. MATERIAL CHANGES & COMMITMENTS

There have been no material changes or
commitments affecting the financial position of
the Company between the end of the financial
year and the date of this Report.

Further, there was no change in the nature of the
Company's business during the financial year
2025-26.

3. TRANSFER TO RESERVES

The profit after tax based on standalone
financials statement for the year ended
31^st March, 2026, was 5 10,300.61 lakhs and the
same was transferred to the Retained Earnings.

4. DIVIDEND

The Board of Directors, at its meeting held on
11^th May, 2026, recommended a final dividend
of 52/- per equity share, for the financial year
2025-26. The payment of the final dividend is
subject to the approval of the shareholders at
the ensuing Annual General Meeting ("AGM")
and, if approved, shall be paid to those
shareholders whose names appear in the
Register of Members/beneficial owners as on
the Record Date fixed for this purpose.

During the financial year under review, the
Company declared and paid two interim
dividends of 51 per equity share. The first interim
dividend declared on 22^nd July, 2025 and the
second interim dividend was declared on 03^rd
November, 2025. Accordingly, the total dividend
for the financial year 2025-26, including the
recommended final dividend, aggregates to 54
per equity share.

The recommended dividend is in line with
the Company's Dividend Distribution Policy,
formulated in accordance with the requirements
of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). The Dividend Distribution Policy
is available on the Company's website at
https://www.aurionpro.com/wp-content/
uploads/2025/11/Dividend Distribution Policy.pdf.

Pursuant to applicable SEBI circulars, with effect
from 01^st April 2024, dividend to shareholders
holding securities in physical form is paid
only through electronic mode, subject to the
furnishing of valid bank details and completion
of KYC formalities. In cases where the required
details are not available, the Company is
unable to process such payments. Pursuant to
the provisions of Section 124 of the Companies
Act, 2013 ("Act"), such Dividend remaining

unpaid or unclaimed for a period of seven years
from the date of transfer to Unpaid Dividend
Account of the Company, is transferred to the
Investor Education and Protection Fund ("IEPF")
established pursuant to Section 125 of the Act.
The members are requested to note that no
claims shall lie against the Company in respect
of the dividend and corresponding shares, if
any, transferred to IEPF.

Further, all the shares in respect of which
dividend has remained unclaimed for seven
consecutive years or more from the date of
transfer to Unpaid Dividend Account shall also
be transferred to IEPF. The said requirement does
not apply to shares in respect of which there is a
specific order of the Court, Tribunal or Statutory
Authority, restraining transfer of the shares.

5. STATE OF COMPANY'S AFFAIRS

For FY26, the Company reported revenue of
' 1,411 crore, reflecting a growth of 20% YoY. EBITDA
margins stood at 20%, while PAT margins were
maintained at 15%, despite the one-time impact
arising from the implementation of the labour
code. The performance was delivered amidst
continued geopolitical disruptions and an
evolving global technology landscape, where
enterprises across sectors remained cautious in
their technology spending due to ongoing shifts
towards AI-led transformation, changing digital
investment priorities and longer decision¬
making cycles.

The demand environment across our key
business segments continues to remain
encouraging, particularly within our Technology
Innovation Group (TIG) segment, where we
secured several strategic wins associated with
metro rail projects across major cities in India.
We continue to see a healthy pipeline of similar
opportunities emerging in this space.

The Data Centre business witnessed a
significant inflection during the year with the
Company securing one of the largest mandates
for development of an AI-focused data centre in
India from a leading hyperscaler. This landmark
win has further strengthened our positioning
in a rapidly expanding market, where demand
for data centre infrastructure in India continues
to outpace available capacity. With our
differentiated execution capabilities and
domain expertise, we believe we are at the right
place, at the right time, with the right capabilities
to capitalise on this opportunity. Aurionpro is
increasingly emerging as a preferred player in
the AFC segment and, with the recent strategic
wins in the data centre space, we believe the
Company has the potential to move into a

different league of growth. To support this next
phase of expansion, we will continue to invest
in strengthening our value-chain integration,
expanding capabilities, setting up state-of-the-
art facilities and accelerating our investments
in R&D and innovation. Further, as we undertake
larger and more strategic projects, the business
may require higher upfront investments, which
could result in some transient pressure on
the balance sheet as these growth initiatives
scale up.

In the Banking and Fintech segment, we
continue to expand our engagements with
leading PSU banks in India as well as customers
across international markets. Over the past
year, we have integrated AI-led capabilities
across our offerings, enabling us to address
the evolving technology requirements of our
customers more effectively. The year also
witnessed successful go-live of several strategic
projects, creating strong reference cases across
regions and further strengthening our ability to
drive new business wins. Overall, we continue
to see a healthy demand environment across
our businesses.

Leading PSU banks in India as well as customers
across international markets. During the year,
we remained focused on innovation and
further strengthening our AI-led solutions and
platforms through Aurionpro Lexsi.ai labs and
our dedicated research labs across Mumbai
and the UK. With the recent launch of Aurion.ai,
our agentic AI platform for trade finance, and
several other AI-native solutions currently under
development, we believe we have significantly
enhanced our capabilities and positioning in
the evolving AI landscape.

As enterprises and financial institutions globally
recalibrate their technology strategies and
spending priorities in response to the rapid
evolution of AI, we strongly believe that the
emergence of AI and Software 2.0 presents a
significant opportunity for Aurionpro. We are
actively reimagining customer engagements,
solution delivery and product innovation to
align with this transformation and believe we
are well positioned to capitalise on the next
wave of technology-led growth. The year also
witnessed successful go-live of several strategic
projects, creating strong reference cases across
regions and further strengthening our ability to
drive new business wins. Overall, we continue
to see a healthy demand environment across
our businesses.

With a robust order book exceeding ' 1800 crore
and continued additions to our opportunity
pipeline across businesses, which gives us
confidence about the medium-term growth
trajectory of the Company. At the same time,
we remain cautious and watchful of the
evolving external environment and broader
macroeconomic and geopolitical uncertainties,
which could lead to delays in closure of certain
opportunities and deferment in project go-
lives, similar to what we experienced during
the last quarter. Nevertheless, we remain
firmly committed to our Vision 2030 strategy
and believe that the long-term value creation
potential of the business remains strong and
intact, supported by our expanding capabilities,
growing market presence and continued
investments in innovation and future-
ready technologies.

6. CAPITAL STRUCTURE

The changes in the paid-up equity share capital
of the Company during the year under review
are set out below:

A) Authorized & Paid-up Share Capital as on
31^st March 2026

As on March 31, 2026, the authorised share
capital and paid-up share capital of the
Company stood at 5 66,15,00,000 and 5
55,26,16,640 respectively.

B) Allotment of Equity Shares through
Preferential Allotment

Pursuant to the approval of the Members
at the Annual General Meeting held on
September 29, 2025, and in accordance
with the applicable provisions of the
Companies Act, 2013, the rules made
thereunder, the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018,
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other
applicable laws, the Allotment Committee of
the Board, at its meeting held on December
19, 2025, approved the allotment of 48,134
(Forty-Eight Thousand One Hundred and
Thirty-Four) fully paid-up equity shares of
the Company having a face value of 510
each at an issue price of 51,454.30 per equity
share (including a securities premium of
51,444.30 per equity share), on a preferential
basis for consideration other than cash, to
the founders of InfraRisk SG Pte. Ltd.

The allotment was made pursuant to
a Share Swap Agreement executed for
the acquisition of 366 equity shares,
representing 17.34% of the paid-up equity
share capital of InfraRisk SG Pte. Ltd., with
the consideration discharged through the
issuance of equity shares of the Company
on a preferential basis.

Consequent to the aforesaid allotment,
the paid-up equity share capital of the
Company increased from 555,21,35,300
comprising 5,52,13,530 equity shares of 510
each to 555,26,16,640 comprising 5,52,61,664
equity shares of 510 each.

The equity shares so allotted rank pari-
passu with the existing equity shares of
the Company in all respects and were
listed and admitted for trading on the
Stock Exchanges, namely BSE Limited and
National Stock Exchange of India Limited, in
accordance with applicable provisions.

C) Employee Stock Purchase Scheme 2022

The Company has implemented the
Aurionpro Solutions Limited - Employee
Stock Purchase Scheme 2022 ("ASL ESPS
2022") through the Aurionpro Solutions
Limited - Employee Benefit Trust ("ASL
ESPS Trust") with the objective of enabling
employee participation and aligning
employee interests with the long-term
growth objectives of the Company.

During the financial year under review,
42,000 equity shares were transferred/
allotted to eligible employees pursuant
to the vesting schedule of ASL ESPS 2022.
The equity shares allotted/transferred
under the Scheme rank pari passu with the
existing equity shares of the Company in
all respects.

The Scheme is administered through the
ASL ESPS Trust in accordance with the
applicable provisions of the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021.

7. SUBSIDIARIES/ joint ventures

As at 31^st March 2026, the Company had 10
Indian subsidiaries and 30 foreign subsidiaries
(including step-down subsidiaries).

The Company has complied with the applicable
provisions of Regulations 24 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
relating to its subsidiary companies.

In accordance with Section 136 of the
Companies Act, 2013, the audited standalone
and consolidated financial statements of the
Company, together with the audited financial
statements of each of its subsidiaries and other
documents required to be attached thereto,
are available on the Company's website. The
financial Statements of the aforesaid subsidiary
companies are kept open for inspection by

the Members at the Registered Office of the
Company as required under Section 136 of
the Act.

During the year, the following changes have
taken place in subsidiaries / associates / joint
venture companies:

• Aurionpro Middle East for Information
Technology Company, Saudi Arabia, which
was initially incorporated as a joint venture
of Aurionpro Solutions Pte. Ltd., became
an step down subsidiary of the Company
upon the acquisition of the remaining 70%
equity stake.

• Fintra Software Private Limited, acquired on
30^th April 2025 by way of share purchase, to
strengthen the Company's trade finance
capabilities. Pursuant to said acquisition,
Fintra became the wholly owned subsidiary
of the Company.

• Aurionpro (UK) Limited, acquired on 15^th April
2025 by way of share purchase. Pursuant
to the above share purchase, Aurionpro
(UK) became the step down subsidiary of
the Company.

• InfraRisk SG Pte. Ltd., was acquired on
01^st November, 2025 by way of share
purchase, for its digital lending platforms
and risk scoring systems.

There has been no material change in the
nature of the business of existing subsidiaries in
the financial year 2025-26.

The Consolidated Financial Statements of
the Company for the financial year ended 31^st
March 2026 are prepared in compliance with
the applicable provisions of the Act, including
Indian Accounting Standards specified under
Section 133 of the Act. The audited Consolidated
Financial Statements together with the Auditors'
Report thereon form part of this Board Report.
The statement containing salient features of the
Financial Statement of subsidiaries is enclosed
herewith in form AOC-1 as "Annexure-4" to
this Report.

To comply with the provisions of Regulation
16(c) of SEBI Listing Regulations, the Board of
Directors of the Company has adopted a Policy
for determining Material Subsidiary. The policy
on Material Subsidiary has been uploaded on
the website of the Company athttps://www.
aurionpro.com/investors/.

I n accordance with the Policy for Determining
Material Subsidiaries, Aurionpro Solutions Pte. Ltd.
and Integro Technologies Pte. Ltd. are Material
Subsidiaries of the Company. The applicable
provisions of the SEBI Listing Regulations relating

to subsidiary companies have been duly
complied with. The minutes of the meetings of
the Board of Directors of the unlisted subsidiary

companies are placed before the Board of
Directors of the Company in accordance with
Regulation 24 of the SEBI Listing Regulations.

8. ACQUISITIONS

I n line with the Company's vision to create and enhance shareholder value through the synergies and
optimization of its business operations, the following strategic acquisitions were undertaken during the
year under review:

9. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3)
and 134(3)(a) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual
Return of the Company as on March 31, 2026,
in Form MGT-7, will be made available on the
Company's website athttps://www.aurionpro.
com/investors/.

10. CORPORATE GOVERNANCE

A separate Report on Corporate Governance,
together with the Auditor's Certificate on
Corporate Governance, as stipulated under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and any other
applicable law for the time being in force, forms
an integral part of this Annual Report.

The requisite Compliance Certificate from the
Secretarial Auditor, confirming compliance with
the conditions of Corporate Governance as
stipulated in the Listing Regulations, also forms
an integral part of this Annual Report and is
attached to the Corporate Governance Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS
(MDA)

The Management Discussion and Analysis,
as required under Regulation 34 read with
Schedule V of the SEBI Listing Regulations, forms
an integral part of this Annual Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to creating
sustainable value for society through its
Corporate Social Responsibility ("CSR")
initiatives. Guided by its belief that responsible
business growth must go hand in hand with
inclusive and sustainable development, the

Company continues to undertake CSR initiatives
that contribute meaningfully to the well-being
of communities and support long-term socio¬
economic development.

The Company has a Board-level CSR Committee
which recommends the budget for funding
various charitable activities and contributions
to be made to various initiatives. During FY 2025¬
26, Company's total CSR expenditure amounted
to E 1.40 Crore. In accordance with the provisions
of Section 135 of Companies act 2013, we have
adopted a CSR Policy outlining various CSR
activities to be undertaken. The policy strives
for contribution towards sustainable economic
development that positively impacts the society
at large through strategic CSR application, to
build a sustainable and profitable future for all.
Our CSR Policy is available on the website at
www.aurionpro.com.

The Company believes that sustainable and
inclusive development can be achieved
through collaborative efforts that address
the diverse needs of society. While significant
progress has been made through various
government initiatives, there continues to be a
need for focused interventions in areas such as
education, healthcare, livelihood enhancement,
environmental sustainability, and sports. The
corporate sector has an important role to play in
complementing these efforts and contributing
towards long-term community development.

During the financial year, the Company
partnered with LNG Foundation, an organization
engaged in initiatives across rural infrastructure,
education, healthcare, livelihood, environment,
and sports. Through this partnership, the
Company supported projects aimed at
improving the quality of life of communities,

strengthening social infrastructure, and
fostering sustainable and inclusive growth.

The Company also extended its CSR support
to Angel Charitable Trust, which is dedicated
to improving the lives of underprivileged
communities through initiatives focused
on education, healthcare, and livelihood
development. The Trust's efforts are directed
towards empowering women and children,
improving access to basic amenities and
opportunities, and fostering sustainable
community development.

Through these partnerships, the Company
continued its commitment to creating a positive
social impact by supporting initiatives that
enhance the quality of life, promote inclusive
growth, and contribute to the long-term well¬
being of the communities it serves.

The disclosures, as required under the
Companies (Corporate Social Responsibility
Policy) Rules, 2014, has been enclosed to this
Report as "Annexure 1".

13. EMPLOYEE STOCK OPTIONS SCHEME 2024

The Company notes that the shareholders, at the
Extraordinary General Meeting held on January
22, 2025, had approved the implementation of
the "Aurionpro Solutions Limited - Employee
Stock Options Scheme, 2024" ("ESOP 2024"),
pursuant to the recommendations of the
Nomination and Remuneration Committee and
the Board of Directors, in accordance with the
provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021.

The Scheme provides for the grant of up to 30
Lakhs stock options to eligible employees of
the Company and its subsidiary companies,
as may be determined by the Nomination and
Remuneration Committee from time to time.

During the financial year 2025-26, no stock
options were granted, vested, exercised, lapsed
or cancelled under ESOP 2024, and accordingly,
there was no movement in options outstanding
under the Scheme during the year under review.

14. I NTERNAL FINANCIAL CONTROLS SYSTEM
AND THEIR ADEQUACY

The Company has in place a robust system of
internal controls to safeguard the Company's
assets against loss arising from unauthorised
use or disposition and ensure that transactions
are properly authorised, recorded and reported
in a timely manner.

This is supported by a framework of internal

financial controls and compliance systems
established and maintained by the Company,
together with the work performed by the internal,
statutory, and external consultants including
the audit of internal financial controls over
financial reporting by the Statutory Auditors and
the reviews conducted by management and
the relevant Board Committees, including the
Audit Committee.

Based on the internal assessments, reports of
the Internal Auditors, the Statutory Auditors and
the oversight exercised by the Audit Committee,
the Board is of the opinion that the Company's
internal financial controls are adequate
and were operating effectively during the
financial year.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the
Act, the Board of Directors, to the best of their
knowledge and ability, confirms that:

i. i n the preparation of the annual accounts,
for the financial year ended March 31, 2026,
the applicable accounting standards
have been followed and that there are no
material departures;

ii. the Directors had selected such accounting
policies and have 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 March 31, 2026 and of the profit and
loss of the Company for that period;

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with
the provisions of Companies Act, 2013, for
safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

iv. they had prepared the annual accounts on
a going concern basis;

v. the Directors had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and operating effectively; and

vi. the Directors had devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems
are adequate and operating effectively.

16. DIRECTOR'S AND KEY MANAGERIAL
PERSONNEL (KMP)

The Company has a professional Board

comprising an optimum combination of
Executive and Non-Executive Directors, bringing
together the right mix of knowledge, skills, and
expertise. The Board provides strategic guidance
and direction to the Company in achieving its
business objectives while safeguarding the
interests of all stakeholders.

As on 31^st March 2026, the Board of Directors
comprised of eight Directors, including two
Executive Directors and six Non-Executive
Directors, of which four are Independent
Directors, including one Woman Independent
Director. The composition of the Board is
in compliance with the provisions of the
Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").

Considering the educational background,
extensive knowledge, leadership abilities, and
rich experience in technology Sector, and
based on the recommendation of Nomination
& Remuneration Committee (NRC), the Board
appointed, Mr. Hong Guan Bernard Chew
(DIN: 11238951) as an Additional Director in
the category of Non-Executive Independent
Director with effect from 17^th September, 2025.
During the year, based on the recommendation
of the Nomination & Remuneration Committee
and the Board of Directors, the approval of the
Members of the Company was obtained, by way
of Special Resolution, through Postal Ballot for
regularization/appointment of Mr. Hong Guan
Bernard Chew, as a Non-Executive Independent
Director of the Company, not liable to retire
by rotation.

I n accordance with the provisions of Section
152 (6) of the Companies Act, 2013 and as per
Article 34 (l) of the Articles of Association of the
Company, Mr. Ajay Sarupria (DIN: 00233245),
Non-Executive, Non-Independent Director,
retires by rotation at the ensuing Annual
General Meeting and, being eligible, has offered
himself for re-appointment. The information
required pursuant to Regulation 36 of the SEBI
Listing Regulations and Secretarial Standard-2
on General Meetings, relating to the Director
seeking re-appointment, is provided in the
Notice convening the ensuing Annual General
Meeting forming part of this Annual Report. The
Board recommends his re-appointment for the
approval of the members of the Company in the
ensuing 29^th AGM.

Mr. Frank Osusky (DIN: 06986838) retired as an
Independent Director of the Company upon
completion of his second term as Independent

Director with effect from the close of business
hours on September 17, 2025. The Board places
on record its sincere appreciation for his
valuable guidance and contributions during his
tenure as a Director of the Company.

Pursuant to the provisions of Section 203 of
the Companies Act, 2013, as on the date of
this Report, the Key Managerial Personnel of
the Company comprise of Mr. Paresh Zaveri,
Chairman and Managing Director; Mr. Ashish
Rai, Vice Chairman & Chief Executive Officer;
Mr. Vipul Parmar, Chief Financial Officer; and
Mr. Ninad Kelkar, Company Secretary. During the
year under review, no changes have taken place
in the position of the Key Managerial Personnel
(KMPs) of the Company.

Declaration of Independence by Independent
Directors

During the year under review, all Independent
Directors have given declarations that they
meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and
have complied with the Code of Conduct for
Independent Directors prescribed in Schedule
IV of the Act.

Further, none of Company's Independent
Directors serve as Non-Independent Directors
at any other company where a Company's Non¬
Independent Director acts as an Independent
Director. None of the Directors has been
debarred from holding the office of Director
by virtue of any order passed by the Securities
and Exchange Board of India or any other
statutory authority.

The Independent directors have also confirmed
that they have complied with the Code for
Independent Directors prescribed in Schedule
IV to the Act, 2013 and confirmed that they are
not aware of any circumstance or situation
that exist or may reasonably be anticipated
to impact their ability to discharge their duties
with an objective independent judgment.
The Independent Directors have also given
declaration(s) of compliance with Rules 6(1)
and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with
respect to their name appearing in the data
bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

During FY 2025-26, one (1) separate meeting of
the Independent Directors were held on July
22, 2025, at these meeting, the Independent
Directors, inter alia, reviewed the performance
of the Executive Directors and the Management
of the Company, discussed strategic matters

concerning the Company and the current state
of the global IT industry and also discussed the
Company's business continuity plan.

I n the opinion of the Board, the Independent
Directors of the Company possess requisite
integrity, expertise, experience and proficiency
required to effectively discharge their duties and
continue to fulfil the conditions of independence
as prescribed under the Companies Act, 2013
and the SEBI Listing Regulations.

17. NUMBER OF MEETINGS OF THE BOARD

During FY 2025-26, Six (6) meetings of the Board
of Directors were held, the details of which
including dates and attendance are set out
in the Corporate Governance Report forming
part of this Annual Report. The intervening gap
between the meetings did not exceed the limits
prescribed under the Companies Act, 2013 and
the SEBI Listing Regulations.

18. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)
(p) of the Companies Act, 2013 and applicable
provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board
has carried out an annual evaluation of its
own performance, the performance of its
Committees and individual Directors.

The Company's policy on the appointment
and remuneration of Directors, Key Managerial
Personnel (KMPs) and other employees, including
the criteria for determining qualifications,
positive attributes and independence of
Directors, is set out in the Corporate Governance
Report forming part of this Annual Report.

The Board carries out an annual evaluation of
its own performance, that of its Committees
and individual Directors. The evaluation of the
Board is undertaken after considering inputs
from all Directors on various aspects, including
the composition and structure of the Board,
effectiveness of its functioning and governance
processes. Similarly, the performance of the
Board Committees is assessed based on their
composition, effectiveness and discharge of
their respective responsibilities.

The evaluation of individual Directors is carried
out by the Board and the Nomination and
Remuneration Committee, taking into account
factors such as their participation in Board and
Committee meetings, preparedness, quality of
deliberations, and overall contribution to the
decision-making process and governance of
the Company.

The Board has also adopted a Nomination and
Remuneration Policy governing the appointment
of Directors and senior management personnel
and their remuneration. The Policy is available
on the Company's website athttps://www.
aurionpro.com/.

19. FAMILIARISATION PROGRAMME

I n compliance with Regulation 25(7) of the SEBI
Listing Regulations, the Company has in place
a structured Familiarisation Programme for
Independent Directors covering the nature of
the industry in which the Company operates,
its business model, and the roles, rights and
responsibilities of Independent Directors. Details
of the Familiarisation Programme are available
on the Company's website athttps://www.
aurionpro.com/.

20. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

As required under the provisions of Sections 124
and 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, dividends remaining unpaid or unclaimed
for a period of seven consecutive years are
required to be transferred to the account
administered by the Central Government,
namely the Investor Education and Protection
Fund ("IEPF"). Further, the corresponding
equity shares in respect of which dividend
has remained unpaid or unclaimed for seven
consecutive years or more are also required to
be transferred to the IEPF.

Pursuant to Section 124(1) of the Act, unclaimed
dividend amounts are transferred to the
Company's designated Unpaid Dividend
Account within seven days of the expiry of thirty
days from the date of declaration of dividend.
Further pursuant to sub-section (5) of section
124 if the amount has not been paid or claimed
for seven consecutive years or more shall be
transferred by the Company to the Investor
Education and Protection Fund (IEPF) along with
the corresponding shares, in accordance with
the applicable provisions of the Act and the
IEPF Rules.

During the year under review, the Company
transferred unclaimed / unpaid dividend
aggregating to 51,65,050 to the IEPF Authority.
Further, 551 equity shares, in respect of which
dividend remained unclaimed and unpaid for
seven consecutive years, were transferred to the
IEPF in accordance with the requirements of the
Act and the IEPF Rules.

Mr. Ninad Kelkar, Company Secretary and
Compliance Officer, is the Nodal Officer of the
Company for the purpose of IEPF. Shareholders
may contact him atinvestor@aurionpro.comfor
any queries relating to the transfer of dividend
or shares to the IEPF or for claiming refund from
the IEPF Authority.

The details are provided in the shareholders
communication section of the Annual Report
and are also available on the Website: www.
aurionpro.com.

21. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Company has in place a robust Vigil
Mechanism through its Whistle Blower Policy,
which provides Directors, employees and
managers with a mechanism to report genuine
concerns relating to unethical behaviour, actual
or suspected fraud, violations of the Company's
Code of Conduct, or any other concerns
regarding the management, operations or
affairs of the Company.

The Policy provides adequate safeguards
against victimisation of persons who make
protected disclosures in good faith. Such
disclosures may be made to the Compliance
Officer through written communication
addressed to the Registered Office of the
Company or via email at complianceofficer@
aurionpro.com. The Policy also permits
reporting through oral communication,
wherever appropriate.

In exceptional circumstances, employees,
Directors and managers may report their
concerns directly to the Chairman of the
Audit Committee. The Whistle Blower Policy is
available on the Company's website at www.
aurionpro.com.

22. RISK MANAGEMENT POLICY

The Company has adopted a comprehensive
Risk Management Policy for identifying,
assessing, and mitigating risks that may affect
its business and operations. A detailed overview
of the Company's key risks and opportunities is
provided in the Management Discussion and
Analysis Report, which forms an integral part of
this Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
ACT

Pursuant to Section 186 of the Companies Act,
2013, the details of loans given, guarantees
provided, and investments made by the

Company during the year are disclosed in Note
No. 13 to the standalone financial statements,
which form an integral part of this Annual Report.

24. PARTICLUARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has established adequate
processes to ensure that all related party
transactions are undertaken in compliance with
the applicable provisions of the Companies Act,
2013, the Listing Regulations, and the Company's
Policy on Related Party Transactions. During
the financial year, all such transactions were
reviewed and approved in accordance with the
applicable framework and were undertaken
in the ordinary course of business on an arm's
length basis. None of the transactions entered
into during the year had a material adverse
impact or gave rise to any conflict with the
interests of the Company.

The Policy on Related Party Transactions is
available on the Company's website at www.
aurionpro.com. Further, the disclosures relating
to related party transactions, as prescribed
under the applicable accounting standards,
form part of the notes to the standalone financial
statements included in this Annual Report.

25. PUBLIC DEPOSITS

During the financial year under review, the
Company did not accept any deposits within
the meaning of the Companies Act, 2013.
Accordingly, there were no outstanding deposits
or interest thereon as on 31 March 2026.

26. AUDIT REPORTS AND AUDITORS:

26.1 Statutory Auditors

M/s. C K S P & Co. LLP, Chartered Accountants
(Firm Registration No. 131228W/W100044),
continue to act as the Statutory Auditors of the
Company pursuant to their appointment by the
Members at the Twenty-Sixth Annual General
Meeting held on September 29, 2023, for a term
of five consecutive years, until the conclusion
of the Thirty-First Annual General Meeting to be
held in respect of the financial year 2027-28.

The Statutory Auditors have confirmed their
eligibility to continue as auditors of the
Company in accordance with the provisions of
Sections 139 and 141 of the Companies Act, 2013
and the rules framed thereunder. They have
further confirmed that they have undergone the
peer review process conducted by the Institute
of Chartered Accountants of India (ICAI) and
hold a valid Peer Review Certificate issued by
the Peer Review Board of the ICAI.

The Statutory Auditors' Report for the financial
year under review does not contain any
qualification, reservation, adverse remark or
disclaimer. Further, the Auditors have confirmed
that no fraud by or on the Company was noticed
or reported during the course of the audit.

26.2 Secretarial Auditor

Based on the recommendation of the Audit
Committee and the Board of Directors, the
Members of the Company, at the 28^th Annual
General Meeting held on September 29, 2025,
approved the appointment of M/s. Milind Nirkhe
& Associates, Company Secretaries (FRN:
S1992MH009900), as the Secretarial Auditors
of the Company for a period of five years,
commencing from financial year 2025-26 up to
financial year 2029-30.

Pursuant to Section 204 of the Companies Act,
2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report for
the financial year ended 31^st March 2026, issued
by M/s. Milind Nirkhe & Associates, Company
Secretaries (FRN: S1992MH009900), is annexed
herewith as "Annexure - 2" to this Report.

26.3 Internal Auditor

I n terms of Section 138 of the Companies Act,
2013 read with the Rule 13 of the Companies
(Accounts) Rules, 2014, and other applicable
provisions, M/s. D. Kothary & Co., Chartered
Accountants (FRN: 105335W), continues as the
internal auditor of the Company for financial
year 2025-26.

The Reports of the Internal Auditors' issued by
M/s. D. Kothary & Co., Chartered Accountants
has been reviewed and taken on record by the
Audit Committee of the Board of Directors of
the Company.

26.4Cost Records and Cost Audit

In terms of Section 148 of the Act and the
Companies (Cost Records and Audit) Rules,
2014, the maintenance of Cost Records and
requirement of Cost Audit are not applicable to
the Company for the financial year ended 31^st
March 2026.

26.5 Reporting of Frauds by Auditors:

During the financial year ended 31^st March 2026,
the Statutory Auditors and Secretarial Auditors of
the Company have not reported any instances
of fraud committed in Company by Company's
officers or employees which are required to be
reported to the Audit Committee under Section
143(12) of the Act.

27. BUSINESS RESPONSIBILITY &SUSTAINABILITY REPORT

The Business Responsibility and Sustainability
Report (BRSR), prepared in accordance with
the requirements of the Listing Regulations
and other applicable laws, forms an integral
part of this Annual Report. The Report outlines
the Company's key environmental, social, and
governance (ESG) initiatives and is available
on the Company's website athttps://www.
aurionpro.com/.

28. PARTICLUARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of
the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the prescribed statement containing the
names and other particulars of employees
drawing remuneration in excess of the
specified limits forms part of this Report as a
separate annexure.

In accordance with the first proviso to Section
136(1) of the Act, the Annual Report being
circulated to the Members does not include the
aforesaid annexure. The same is available for
inspection in terms of the provisions of the Act,
and any Member desirous of obtaining a copy
thereof may submit a written request to the
Company Secretary.

The disclosures pertaining to the remuneration
and other details as required under section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, have been
provided in the Annual Report as "Annexure - 3".

29. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

In accordance with Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the following
information is provided:

> Conservation of Energy:

While the operations of the Company are
not energy-intensive, the management
remains mindful of the importance of
energy conservation across all levels
of operations. However, the specific
disclosures required under Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not
applicable to the Company and hence
have not been provided.

> Technology Absorption:

The Company continues to embrace
advanced technologies and process
improvements to enhance productivity
and the quality of its products and services.
The Company also actively collaborates
with leading technology partners in global
markets to drive innovation and deliver
value to its stakeholders.

> Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and
spent by the Company during the year are
given below:

Foreign Exchange Earnings and Outgo:

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

The Company has in place the necessary policy
which is in line with the requirements under the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been
set up to redress complaints if any, received
regarding sexual harassment. The Company
has complied with the provisions relating to the
constitution of Internal Complaints Committee
(ICC) under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy. During the year under review,
the Company has not received any complaints
under the policy.

31. MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961 and
the rules made thereunder. The Company is also
committed to supporting its women employees

during pregnancy, childbirth and thereafter,
and endeavours to provide a work environment
that promotes their well-being and continued
professional growth. The Company further
ensures that no employee faces discrimination
or adverse action on account of maternity.

32. APPLICATION UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the year under review, no application
was made, and no proceeding is pending,
under the Insolvency and Bankruptcy Code, 2016
in respect of the Company.

33. DETAILS OF DIFFERENCE IN VALUATION -
ONE-TIME SETTLEMENT

There was no instance during the year of a
one-time settlement with Banks or Financial
Institutions; accordingly, the details of the
difference between the amount of valuation
done at the time of one-time settlement and
the valuation done while taking a loan from the
Banks or Financial Institutions are not applicable.

34. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

The Company has not received any orders,
directions, or rulings from any regulatory
authority, court, or tribunal that may have a
material impact on its business continuity,
financial position, or future operations. The
Company continues to carry on its business
activities in the normal course.

35. AFFIRMATION ON COMPLIANCE OF
SECRETARIAL STANDARDS

The Company complies with all applicable
mandatory secretarial standards as issued by
the Institute of Company Secretaries of India.
The Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by
the Institute of Company Secretaries of India
and that such systems are adequate and
operating effectively.

36. AWARDS AND ACCOLADES

The details of some of the significant accolades
earned by the Company during the financial
year 2025-26 have been provided in the Awards
& Recognition section forming part of this
Annual Report.

37. ACKNOWLEDGEMENTS

The Board places on record its sincere
appreciation for the continued support,
cooperation, and encouragement extended to

the Company by its shareholders, customers,
business partners, financial institutions, bankers,
vendors, and all other stakeholders.

The Directors also express their heartfelt
appreciation to the employees and officers
at all levels for their unwavering commitment,
professionalism, and dedicated efforts, which
have significantly contributed to the Company's
operational excellence and overall performance
during the year. Their competence, teamwork,
and steadfast dedication continue to be the
cornerstone of the Company's success.

The Board extends its gratitude to the shareholders
for their continued trust and confidence in the
Company and looks forward to their sustained
support and encouragement in the years ahead.

For and on behalf of the Board of Directors

Sd/-

Paresh Zaveri
Chairman & Managing Director