The directors take pleasure in presenting their 32^nd Annual Report together with
the audited financial statements for the Year ended March 31^st, 2025. The
Management Discussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

1. Performance Review

During the financial year company has reported total revenue of Rs.
138.26 lakhs as against the total revenue of Rs. 87.73 lakhs in the
previous year. Net profit of the company during the current financial
year stands at Rs. 81.68 lakhs as against profit of Rs. 2.36 lakhs in the
previous year.

2. Change in nature of business. If any

There was no major change in the nature of business activity of the
Company during the period under review.

3. Dividend

Directors do not recommend any dividend for the year.

4. Share capital

The issued Equity Share capital as on 31^st March, 2025 is Rs. 650 Lacs.
During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
Paid up Equity capital of the company as on 31^st March, 2025 stands at
Rs. 409.07 lakhs.

5. Transfer to Reserves

The board of directors has decided to transfer and retain entire profits
to the Statement of Retained Earnings in the Profit and Loss account.

6. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make
the following statements in terms of Section 134(3)(c)ofthe Companies
Act, 2013:

i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any.

ii. The Directors have 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 as on 31/03/2025 and of the
profit of the company for that period.

iii. The Directors have 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.

iv. The Directors have 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 were operating
effectively.

vi. 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.

7. Listing on Stock Exchanges

Your Company's shares are listed on BSE Limited and Code of the Company is
539288.

8. Subsidiary. Associate and Joint Venture:

The Company does not have any subsidiary, associate and joint venture.

9. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the provisions of corporate
governance are not applicable to the company as company has not
attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies
having paid up capital not exceeding Rs. 10 Crores and net worth not
exceeding Rs. 25 Crores as on the last day of the previous financial year.

10. Management Discussion and Analysis Report:

As required by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchange, the Management Discussion
and Analysis report form part of the Annual Report and is annexed
herewith as Annexure B.

11. Secretarial Audit Report

Pursuant to the provisions of Section 204(1) of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Abhishek Chhajed, partner of M/s SCS AND CO. LLP,
Company Secretaries, (COP No. 15131), to undertake the Secretarial
Audit of the Company for the Financial Year 2024-25. The Secretarial
Audit Report is annexed herewith as "Annexure - C" and forms an
integral part of this Report Annual Return.

12. Particulars of Employees:

Information required pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014
is provided as Annexure -D to this report.

13. Declaration on Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act, 2013.

14. Particulars of Loans, guarantees or investments

Loans and Investments, if any, provided under Section 186 of the
Companies Act, 2013 are disclosed in the notes forming part of the
financial statements provided in the Annual Report. The loans and
advances mentioned in the financial statement have been given for
business purpose.

No Guarantee or Security is provided for the loans availed by others.

15. Deposits

Your company has not accepted deposits from public as envisaged
under Sections 73 to 76 of Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014.

16. Related Party Transactions

No related party transactions had taken place during the year under review.

17. Conservation of energy, technology absorption, foreign
exchange earnings and outgo.

The company has no activities relating to conservation of energy and technology
absorption. The company has no actual foreign earnings and outgo.

18. Risk Management Policy implementation

The Company has developed comprehensive risk management policy
and same is reviewed by the Audit Committee, which in turn, informs
the Board about the risk assessment and minimization procedures.
Major risks identified for the Company by the management are
Currency fluctuation, Compliance, Regulatory changes, Manufacturing
& Supply, Litigation, Information Technology, Market risk, Financial risk
and new capital investments return. The management is however, of the
view that none of the above risks may threaten the existence of the
Company as robust Risk mitigation mechanism is put in place to ensure
that there is nil or minimum impact on the Company in case any of these
risks materialize. Since the risk control frame work is new to Indian
Corporate Culture, it is being strengthened on continuous basis.

19. Corporate social responsibility

Section 135 of the Companies Act, 2013 has imposed CSR mandate on
companies having minimum threshold limit of net worth, turnover or
net profit as prescribed. Since the company does not meet any one of
these criteria, it remains outside the purview of Section 135 and
consequently the reporting requirements there under do not at
present apply to us.

The company however as a responsible corporate citizen has

constituted a CSR Committee on voluntary basis. Composition of the
same is furnished in Annexure- E forming part of this report.

20. Remuneration 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 Annexure -
F and is attached to this report.

21. Committeefsl of Board of Directors:

a. Audit Committee

The audit committee of the Company is constituted in line with the
provisions of Section 177 of the Companies Act, 2013.The details
Dertainine to comnosition of audit committee are as follows

*Ceased to be Chairman and Member of the committee from the closing business hours
of 3 l^a March,2025

** Appointed as chairman and Member of the Committee from 1^st April,2025.

During the year four committee meetings were held on 30/05/2024, 12/08/2024,
14/11/2024 and 07/02/2025 and 06/03/2025 and all the committee members were
present during the aforesaid meeting.

The Chairman of the Audit Committee was present at the last Annual General Meeting.

All the recommendations of audit committee were accepted by the Board.

b. Stakeholder Relationship Committee

The details pertaining to composition of the Stakeholder Relationship Committee in
compliance with section 178 of the Companies Act, 2013:

*Ceased to be Chairman and Member of the committee from the closing
business hours of 31^st March,2025

** Appointed as chairman and Member of the Committee from 1^st
April,2025.

During the year one committee meetings was held on 06/03/2025
and all the committee members were present during the aforesaid
meeting.

c. Nomination And Remuneration Committee

The details pertaining to composition of the Nomination and
Remuneration Committee in compliance with section 178 of the
Companies Act, 2013:

*Ceased to be Chairman and Member of the committee from the closing
business hours of 31ⁿMarch,2025

** Appointed as chairman and Member of the Committee from 1^st
April,2025.

During the year one committee meetings was held on 07/02/2025
and all the committee members were present during the aforesaid
meeting.

22.Board Meetings

During the financial year 2024-25, Seven (07) board meetings were held and
the maximum interval between any two meetings did not exceed 120 days, as
prescribed under the Companies Act, 2013.

23.Separate meeting of the independent directors:

During the year under review, the Independent Directors met on
14.11.2024, without the attendance of Non-independent Directors and
members of the Management for:

i) Reviewing the performance of Non-independent Directors and the
Board as a whole;

ii) Reviewing the performance of Chairperson of the Company,
taking into account the views of the Executive Directors and Non¬
executive Directors;

iii) Assessing the quality, quantity and timeliness of flow of
information between the Company Management and the board that is
necessary for the Board to effectively and reasonably perform their
duties.

The Independent Directors expressed satisfaction on the performance

of Non-Independent Directors and the Board as a whole. The
Independent Directors were also satisfied with the quality, quantity and
timeliness of flow of information between the Company management
and the Board.

24. Internal Control Systems and their Adequacy

The company has an adequate system of internal financial control
procedures which is commensurate with the size and nature of business.

The internal control systems including financial control system of the
company are monitored and evaluated by internal auditors and their
audit reports are periodically reviewed by the audit committee and also
generally placed before the board.

25. Disclosure under the Sexual Harassment of Women at Workplace
fPrevention, Prohibition and Redressall Act. 2013

The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made there
under. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The Company has complied with provisions
relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and has not received any complaint of sexual
harassment during the financial year 2024-25.

26. Directors:

A) Changes in Directors and Key Managerial Personnel
Retirement by Rotation

Mr. Pankaj Dilipbhai Thakkar (DIN: 10896082) Director of Company
shall retire by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment.

Appointment and Resignation of Directors/Kev Managerial Personnel

During the year, Ms. SAPNA (DIN: 10294154), and Mr. RAM KUMAR
SINGH (DIN: 10871912 ), shall cease to be an Independent Directors of
the Company. Ms. Varsha Prajapat (Din: 11277997) and Mr. SADHU
JIGNESH HARENDRABHAI (DIN: 11278005) appointed as an

Independent Directors of the Company for the first term of five years
commencing from September 05, 2025.

There was no other changes in Key Managerial Personnel during the year
under review

B) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (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 the
working of its Audit, Nomination & Remuneration and Stakeholder
Relationship Committees.

2 7. Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed
thereafter, M/s. Jain Kedia and Sharma., Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of
the 26^th annual general meeting (AGM) of the Company held on 27^th
September, 2019 till the conclusion of the 31^st Annual General Meeting

In accordance with the Companies Amendment Act, 2017, enforced on
7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of
Statutory Auditors is not required to be ratified at every Annual General
Meeting.

The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their
Report.

28. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have
not reported any instances of frauds committed in the Company by its
Officers or Employees under section 143(12) of the Companies Act,
2013

29. BOARD S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with
the relevant notes to the accounts and accounting policies are self-

30. COST RECORD:

As per section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, your Company is not required to
maintain cost records.

31. Vigil Mechanism

In accordance with the requirements of the Act, read with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Company has a Vigil Mechanism approved by the Board of Directors.
The objectives of the policy are:

To provide a mechanism for employees and directors of the Company
and other persons dealing with the Company to report to the Audit
Committee; any instances of unethical behavior, actual or suspected
fraud or violation of the Company’s Ethics Policy.

To safeguard the confidentiality and interest of such
employees/directors/other persons dealing with the Company against
victimization, who notice and report any unethical or improper
practices.

To appropriately communicate the existence of such mechanism, within
the organization and to outsiders. Vigil Mechanism is available on
website of the Company.

The Company confirms that no personnel has been denied access to the
audit committee pursuant to the whistle blower mechanism.

32. Code Of Conduct

The Board of Directors has already adopted the Code of Ethics and
Business Conduct for the Directors and Senior Management personnel.
This code is a comprehensive code applicable to all Directors, Executive
as well as Non - executive and members of the Senior Management. The
Code has been circulated to all the members of the Board and Senior
Management Personnel and compliance of the same has been affirmed
by them. A declaration given by the Managing Director is attached as
Annexure-H of the Board of Director's Report.

The company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company and can be accessed at
http://avipolymers.com/sample-page/code-of-conduct-policy

33. Certificate from a Company Secretary in practice:

Certificate from M/s Jalan Alkesh & Associates Company Secretaries
confirming that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as
director of the companies by the SEBI/Ministry of Corporate Affairs or
any such statutory authority is enclosed as an Annexure-I.

34. Policies adopted:

The Company has adopted policies in line with SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, including policy on:

• Policy on preservation of documents (Weblink:
https://avipolymers.com/policy-on- preservation-of-
documents/)

• Policy for determination of material event or infor
mation (Weblink: https://avipolvmers.com/policv-for-
determination-of-material-event-or-information/)

• Policy on dealing with Related party transa
ctions (weblink: https://avipolymers.com/policy-on-
dealing-with-related-partv-transactions / )

The company has also adopted policy in line with SEBI (Insider Trading)
Regulations 2015, the Code of Conduct to regulate, monitor and
reporting of trading by insider. Further all policies required to be
adopted are also displayed on the website of the company namely
www.avipolymers.com

3 5. Compliance With Secretarial Standards

Company has complied with the all applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI).

36. Investor Education and Protection fund.

During the year under review company is not required to transfer any
shares or amount to the Investor Education and Protection fund.

37. Voluntary Revision of financial statements or Board Report.

During the year there was no Voluntary Revision of financial statements or
Board Report.

38. Details of Application made or Proceeding pending under the
Insolvency and Bankruptcy Code 2016.

During the year under review, there were no Application made or
Proceeding pending in the name of company under the Insolvency and
Bankruptcy Code 2016.

39. Details of difference between valuation amount on one time
settlement and valuation while availing loan from Banks and
Financial Institutions.

During the year under review, there has been no one time settlement of
Loans taken from banks and Financial Institutions.

40. Other Disclosures:

Other disclosures required if any are either nil or not applicable.

41. Acknowledgements

The Directors gratefully acknowledge all stakeholders of the Company
viz. customers, members, dealers, vendors, banks and other business
partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and
continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

AVI POLYMERS LIMITED
CIN:L27204JH1993PLC005233

Place: Ranchi
Date: 06/09/2024

Chintan Yashwantbhai Patel
Managing Director
DIN:10774473