Your Directors have pleasure in submitting their 47^th Annual Report of the Company together with the Audited Statements of Accounts for
the year ended 31^st March, 2025.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31^st March, 2025 along with previous year figure is summarized as here under:

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The sales (standalone) during the year were Rs. 10292.40 Lakhs as against Rs 10865.59 Lakhs in the previous year. The Company has thus
made status quo position in respect of sales as compared to the last year. The Company made an export worth of Rs 5742.64 during the
current year as against Rs 5826.76 in the previous year. The Company made net profit of Rs.352.67 Lakhs in the current year as against Rs
346.57 Lakhs in the previous year excluding other comprehensive income. Thus, the Company has fared well both on sales and profitability
front. The management of the Company has taken and in process to take several steps to control various overheads which shall lead to the
profitability of the Company in the days to come.

DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the
Company to build a strong reserve base and grow the business of the Company. No dividend has therefore been recommended for the year
ended on 31st March, 2025.

FIXED DEPOSITS:

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

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs 3,47,78,000/- During the year under review, the

Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment/appointment of Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, MR. RAJAN RAMNIKLAL
BAMBHANIA (DIN 00146211), Managing Director of the Company who retires by rotation at the ensuring Annual General Meeting of the
Company and being eligible, offers himself for re-appointment. The Board recommends their appointment for your approval.

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

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

• Mr. Siddik A Kotal (Chief Financial Officer)

• Mr. Hemant Singh Jhala (Company Secretary)

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

BOARD PERFORMANCE EVALUATION:

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

COMPOSITION OF VARIOUS COMMITTEES:

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

MEETINGS:

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

INDEPENDENT DIRECTORS AND DECLARATIONS:

The Independent Directors met on 22^nd May, 2025 without the attendance of Non-Independent Directors and members of the management.
The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity,
and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties
effectively and reasonably.

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

DIRECTOR DISQUALIFICATIONS AND DISCLOSURE:

None of the Directors of your Company is disqualified as per provisions of Section 164 (2) of the companies Act, 2013 for financial year ended
on 31^st March, 2025. Your directors have made necessary disclosures, as required under Companies Act, 2013. The Company has obtained
certificate dated 10^th May, 2025 from SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries in that regard. The
certificate for Non-Disqualification of directors for the financial year ended on 31^st March, 2025 is annexed herewith marked as Annexure "B"
to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of the knowledge and belief and according to the information and explanation obtained, the Board hereby submits its responsibility
Statement in accordance with the provisions of Section 134(5) of the Companies Act, 2013:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2025 and of the profit of the Company
for the year ended on 31st March, 2025;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls ("IFC") and that such Internal Financial Controls are adequate and were operating
effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN 108647W) was appointed as Statutory Auditors of the Company
for a period of Five (5) consecutive years from the conclusion of the 42^nd Annual General Meeting till conclusion of 47^th Annual general
meeting by the member of the Company at their meeting held on Monday, 28^th September, 2020.

Upon the completion of the first term of five years of M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (Firm Registration
No. 108647W), as the Statutory Auditors of the Company, the Board of Directors, in their meeting held on 29^th May, 2025 considered and
approved their re-appointment for a second term of five consecutive years from the conclusion of the 47^th Annual General Meeting till
the conclusion of the 52^nd Annual General Meeting of the Company, subject to the approval of the shareholders at the ensuing
Annual General Meeting.

The Company has received a letter from M/s. J C Ranpura & Co., Chartered Accountants, Rajkot, Gujarat (FRN 108647W) to the effect that
their appointment if made, would be within the limit under section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit
& Auditors) Rules, 2014 and that they are not disqualified for the appointment as Auditor.

SECRETARIAL AUDITOR:

The Board had appointed M/s SHAHS & ASSOCIATES, a peer reviewed firm of Practicing Company Secretaries, to conduct the Secretarial
Audit for the financial year ended on 31st March, 2025. The Secretarial Audit Report for the financial year ended on 31st March, 2025 is
annexed herewith marked as Annexure "A" to this Report.

Further in pursuance to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors, based on the Audit Committee's
recommendation, approved the appointment of M/s SHAHS & ASSOCIATES, FRN. P2012GJ028600, (Peer Review No: 833/2020), a Practicing
Company Secretary firm of Ahmedabad, represented by Mr. Kaushik Jayantilal Shah, having Certificate of Practice No. 1414 and Membership
FCS 2420, as a Secretarial Auditor of the Company for a period of 5 years from the conclusion of 47th Annual General Meeting till the
conclusion of 52nd Annual General Meeting i.e. up to the Financial Year 2029-30 subject to the approval of members at the ensuing Annual
General Meeting.

The firm has consented to their appointment and confirmed eligibility under Section 204 of the Companies Act, 2013 read with Regulation
24A(1A) and (1B) of the SEBI (LODR) Regulations, 2015. They hold a valid Peer Review Certificate as per SEBI Circular dated 31st December,
2024.

There is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors and Secretarial Auditor in their report
on the financial statement of the Company for the Financial Year ended on 31st March, 2025.

INTERNAL AUDITOR:

The Board of Directors on the recommendations of the Audit Committee appointed M/s. SUBHASH AKBARI & CO., Chartered Accountants,
and Junagadh as Internal Auditors of the Company for the financial year 2025-26.

INTERNAL FINANCIAL CONTROLS:

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

COST AUDITOR AND COST AUDIT REPORT:

M/s SAGAR M. KAPADIYA & COMPANY, Cost Accountant, Rajkot (Registration No. 103615), were appointed as Cost Auditors of the
Company. The Board, based on the recommendation of the Audit Committee of Directors has approved their appointment, for conducting the
cost audit for FY 2025-26. A resolution seeking approval of the Members for ratifying the remuneration of Rs. 50,000/- (Rupees Fifty thousand
Only) plus applicable taxes, excluding travel and actual out-of-pocket expenses payable to the Cost Auditors for FY 2025-26 is provided in the
Notice of the ensuing AGM.

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

DISCLOSURES:

AUDIT COMMITTEE:

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

Mr. J. B. Jagani [Chairman of committee]

Mr. D.T. Mithani [Member]

Ms. S. K. Bhadeshiya [Member]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY:

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

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY:

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

RELATED PARTY TRANSACTIONS AND POLICY:

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is also
obtained whenever required for the related party transactions which are repetitive in nature. Accordingly, the disclosure of related party
transactions, as required under Section 134(3)(h) of the Act, in E-Form AOC-2, is not applicable.

All related party transactions, entered into during the financial year under review, were on an arm's length basis and were in the ordinary
course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of
Section 188 of the Act and SEBI Listing Regulations, as applicable till 31st March, 2025.

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

RISK MANAGEMENT POLICY:

The Board of Directors is overall responsible for identifying, evaluating, and managing all significant risks faced by the Company. The Board
approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks
are managed across the organization.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the top
management. The Company has in place a business risk management framework for identifying risks and opportunities that may have a
bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect
of transactions with "Related Parties" on its website.

In view of non-applicability of formation of Risk Management Committee, the Company has not formed the said committee.

MATERIAL CHANGES AND COMMITMENTS :

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

ANNUAL RETURN WEB LINK:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, the draft Annual Return as on March 31, 2025 of the Company
is available on Company's website and can be accessed at http:/www.aec.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to
our financial statements.

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

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

PARTICULARS OF EMPLOYEES AND REMUNERATIONS:

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

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

SUBSIDIARY COMPANY:

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss
account and other documents of Austin Engineering Company (Formerly known as Accurate Engineering Inc.), the wholly owned subsidiary
company, are not being attached with the Balance Sheet of the Company. The Company however shall make available the Annual Accounts
of the said subsidiary company and its related detailed information. Any member of the Company who may be interested in obtaining the
same shall download the same from the Company's website http:/www. aec.com.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the
subsidiary company.

A statement as required in the prescribed E-Form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is given in the Annexure "E"
and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

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

CORPORTAE GOVERNANCE:

As per Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate reports on Corporate Governance,
Management Discussion and Analysis and a certificate from the Company's Auditors form part of this Report. Your Company is committed to
maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

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

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

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

The Company has not declared any dividend for FY 2017-18 and hence the question of transfer neither of unclaimed dividend nor of any
security thereof during this financial year has been arised under rule 6(5) and rule 6(8) of IEPF Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act, 2013 are not applicable to the Company and hence the Company
has neither developed any CSR Policy nor implemented any CSR activities during the year.

CREDIT RATING OF SECURITIES:

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

PROHIBITION OF INSIDER TRADING:

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

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

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

Your directors state that during the year under review, no complaints of sexual harassment received in the year; nor any cases filed or pending
pursuant to the said Act.

DISCLOSURE RELATING TO THE MATERNITY BENEFIT ACT 1961:

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

INSURANCE:

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

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

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency and
Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON VALUATION AND ONE TIME SETTLEMENT (OTS) WHILE AVAILING
LOAN FROM BANK AND FINANCIAL INSTITUTION:

During the year under review, there were no one time settlement of loan taken from banks and financial institution.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

FRAUDS REPORTING:

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

INDUSTRIAL RELATIONS :

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

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers
both in OEM and aftermarket segments. The Directors would also like to place on record their sincere appreciation for the continued co¬
operation, guidance, support, and assistance during the year under report by our Bankers, all the customers, suppliers of the Company
including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the
employees at all levels during the year under report.

By order of the Board of Director

Sd/-

Place : Patla, Junagadh Hiren N Vadgama

Date : 29^th May, 2025 Chairman & Executive Director