The directors take pleasure in presenting their 31^st Annual Report together with the audited financial
statements for the Year ended March 31^st, 2024. The Management Discussion and Analysis has also been
incorporated into this report.

1. Financial summary or highlights/Performance of the Company

2. Performance Review

During the financial year company has reported total revenue of Rs. 87.73 lakhs as against the total
revenue of Rs. 403.22 lakhs in the previous year. Net profit of the company during the current
financial year stands at Rs.2.36 lakhs as against profit of Rs. 11.80 lakhs in the previous year.

3. 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.

4. Dividend

Directors do not recommend any dividend for the year.

5. Share capital

The issued Equity Share capital as on 31^st March, 2024 is Rs. 560.73 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, 2024 stands at Rs. 409.07
lakhs.

6. 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.

7. 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)of the
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 31/03/2024 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.

8. Listing on Stock Exchanges

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

9. Subsidiary, Associate and Joint Venture:

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

10. 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.

11. 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 C.

12. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/S Jalan Alkesh& Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. No adverse comments have been made in the said report by the
Practicing Company Secretary. The Secretarial Audit Report is annexed here with as “Annexure D”.

13. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at March 31, 2024 on its website at http://avipolymers.com
By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required
to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

14. Particulars of Employees:

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

15. 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.

16. 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.

17. 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.

18. Related Party Transactions

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

19. 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.

20. 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.

21. 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 criterion, 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- F forming part of this report.

22. 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 -G and is
attached to this report.

23. Committee(s) 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 pertaining to composition of audit committee are as follows:

*Ceased to be Chairman and Member of the committee from the closing business hours of 31^st
March,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

The board has designated Ms. Monika Shah, Company secretary to act as secretary to the
committee.

During the year four committee meetings were held on 16/05/2023, 14/08/2023, 08/11/2023
and 13/02/2024 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,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

During the year one committee meetings was held on 30/03/2024 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 31^st
March,2024

** Appointed as chairman and Member of the Committee from 1^st April,2024.

During the year one committee meetings was held on 13/02/2024 and all the committee
members were present during the aforesaid meeting.

24. Board Meetings:

During the financial year 2023-24, Nine (09) board meetings were held and the maximum interval
between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

25. Separate meeting of the independent directors:

During the year under review, the Independent Directors met on 08.11.2023, 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.

26. 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.

27. Disclosure under the Sexual Harassment of Women at Workplace( Prevention, Prohibition
and Redressal) 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 2023-24.

28. Directors:

A) Changes in Directors and Key Managerial Personnel

Retirement by Rotation

Ms. Monika Shah (DIN: 07116152) 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/Key Managerial Personnel

During the year, Mr. Dinesh Nathalal Chauhan (DIN: 00977893), and Mr. Maulik Pradipkumar Shah
(DIN: 03602814), shall cease to be an Independent Directors of the Company upon completion of 2
consecutive terms of 5 years each at the closure of business hours on 31^st March, 2024. Mr. Ravi
Shaileshbhai Solanki (DIN: 10566544) and Mr. Arpit Chandravadan Shah (DIN: 08192969)
appointed as an Independent Directors of the Company for the first term of five years commencing
from 1^st April, 2024.

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.

29. 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.

30. 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

31. 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-explanatory and do not call for any further comment.

32. 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.

33. 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.

34. 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

35. 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.

36. 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 information (Weblink:
https://avipolymers.com/policy-for-determination-of-material-event-or-information/ )

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

37. Compliance With Secretarial Standards

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

38. 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.

39. Voluntary Revision of financial statements or Board Report.

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

40. 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.

41. 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.

42. Other Disclosures:

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

43. 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: Ahmedabad

Date: 04/09/2024 Mansukh Patel

Chairman and Managing Director
DIN:00162160