Your Directors are pleased to present to the valued stakeholders, the 29^th Annual Report of
AVRO INDIA LIMITED along with the Audited Financial Statements of the Company for the financial
year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Turnover of your company for the year ended March 31, 2025 was Rs. 7,832.48 lakhs as
compared to Rs. 9,336.89 lakhs for the previous year ended March 31, 2024.

The Profit after tax for the year under review was Rs. 304.22 lakhs as compared to Rs. 403.71
lakhs for the previous year.

Basic Earning per Share was 2.84 for the year ended March 31, 2025 as compared to 4.00
during the previous year ended March 31, 2024.

2. STATE OF COMPANY'S AFFAIR

The Company is engaged in the manufacturing of plastic furniture and recycling of plastic scrap.
During the financial year under review, the Company has purchased two Injection Moulding
Machines which increased its production capacity to service the multiple range of products and
purchased two extruder machines due to which installed capacity for recycling of plastic scrap
has been increased from 500 MT per annum to 1000 MT per annum. During the financial year
ended 2024-25, the turnover and revenue of the Company has decreased as compared to last
financial year.

3. DIVIDEND

With a view to conserve the resources of Company for future growth, the Board has decided to
retain the profits generated and has not recommended any dividend for the financial year ended
March 31, 2025. Pursuant to provisions of Section 124 and 125 of the Act, there is no amount of
Dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed equity
shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Pursuant to Regulation 43(a) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Company does not fall under top 1000 listed
Companies by market capitalisation as on March 31, 2025 and hence the requirement for
adopting the Dividend Distribution Policy is not applicable to the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

5. TRANSFER TO RESERVES

The Profit earned during the year has been carried to the Reserves of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of this report.

7. PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73
of the Companies Act, 2013 ('the Act') read with Companies (Acceptance of Deposits) Rules, 2014.
There were no deposits which remained unpaid or unclaimed by the Company as on March 31,
2025. The Company has not made any default in repayment of deposits or payment of interest
thereon during the year.

8. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or
without differential rights.

A. AUTHORISED SHARE CAPITAL

During the year under review, there is no change in Authorized share capital of the Company.
As on 31st March, 2025, the Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees
Fifteen Crores) divided into 1,50,00,000 equity shares Rs. 10/- each.

B. ISSUED, SUBSCRIBED & PAID-UP CAPITAL

1. During the financial year, the Company issued and allotted 6,48,330 equity shares of face value
of Rs. 10 each at an issue price of Rs. 127.25 each per equity shares including a premium of Rs.
117.25 to Promoter Group and Non-Promoters through preferential issue aggregating to a total
consideration of Rs. 8,24,99,992.50 and 5,30,451 warrants carrying an entitlement to subscribe
to an equivalent number of equity shares having face value of Rs. 10/- (Rupees Ten only) each
at an issue price of Rs. 127.25 each (including a premium of Rs. 117.25) each to non-promoters,
aggregating to a total consideration of Rs. 6,74,99,889.75/- out of which Rs. 1,68,74,972.45/-
(being 25% of the consideration amount) was received on or before the allotment of warrants,
through preferential issue in accordance with provisions of the Companies Act and Chapter V
of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Act, 2018 as amended. The said equity shares and warrants were allotted by the
Company in its Board meeting held on October 19, 2024. Consequently, the paid-up equity
capital of the Company increased from Rs. 10,08,74,000 divided into 1,00,87,400 equity shares of
Rs. 10/- each to 10,73,57,300 divided into 1,07,35,730 equity shares of Rs. 10/- each.

2 During the financial year, the Company issued and allotted 25,75,320 equity shares of face
value of Rs. 10 each at an issue price of Rs. 185.50 each per equity shares including a premium
of Rs. 175.50 to non-promoters through preferential issue aggregating to total consideration of
Rs. 47,77,21,860 and 3,23,450 warrants carrying an entitlement to subscribe to an equivalent
number of equity shares having face value of Rs. 10/- (Rupees Ten only) each at an issue price
of Rs. 185.50 each (including a premium of Rs. 175.50) each to Promoter group, aggregating to
a total consideration of Rs. 5,99,99,975/- out of which Rs. 1,49,99,993.75/- (being 25% of the
consideration amount) was received before the allotment of warrants, through preferential
issue in accordance with provisions of the Companies Act and Chapter V of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations Act,
2018 as amended. The said equity shares and warrants were allotted by the Company in its
Board meeting held on February 11, 2025. Consequently, the paid-up equity capital of the
Company increased from Rs. 10,73,57,300 divided into 1,07,35,730 equity shares of Rs. 10/- each
to 13,31,10,500 divided into 1,33,11,050 equity shares of Rs. 10/- each.

As on 31st March, 2025, the issued, subscribed and Paid-up Share Capital of the Company stood at
Rs. 13,31,10,500/- divided into 1,33,11,050 Equity Shares of Rs. 10/- each.

_C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued equity shares with differential rights during the year under review

D. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares during the year under review.

9. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES

As on 31st March, 2025, the Company does not have any subsidiary, joint-venture or associate
companies.

10. LISTING

The equity shares of the Company are listed on National Stock Exchange of India Ltd (’NSE’) and BSE
Ltd.

The Listing Fee for the financial year 2025-26 has been paid to NSE Ltd & BSE Ltd. The ISIN of the
Company is INE652Z01017.

11. ANNUAL RETURN

Pursuant to Section 134(3(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is
available on Company's website and can be accessed through the link
https://avrofurniture.com/aanual-report.php

12. CREDIT RATING

During the year under review, your Company has no outstanding instruments for which the credit
rating needs to be obtained.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

The Board of Directors of the Company has optimum combination of executive and non-executive
directors including independent directors and women directors in compliance with the applicable
provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations').

As on 31st March, 2025, the Board of Directors comprises of 9 (Nine) Directors out of which 3 (three)
are Executive Directors, 1 (One) is Non-Executive Director and 5 (five) are Independent Directors. A
brief profile of the Directors is available on the website of the Company www.avrofurniture.com.

None of the Directors of Board was a member of more than ten Committees or Chairman of more
than five committees across all the public companies in which they are Director. The necessary
disclosures regarding Committee positions have been made by all the Directors.

Further, all the Directors of the Company have affirmed that they are not debarred from holding the
office of a Director by virtue of any SEBI Order or any other such authority.

The details of composition of the Board as at March 31, 2025, the attendance record of the Directors
at the Board Meetings held during the financial year 2024-25 and last Annual General Meeting are
mentioned in the Corporate Governance Report.

Also, during the year under review, the non-executive directors of the Company had no pecuniary
relationship or transaction with the Company other than sitting fees, reimbursement of expenses,
if any.

Director Retire by Rotation

Pursuant to Section 152 of Companies Act, 2013 and in accordance with the Articles of Association
of the Company, Mr. Nikhil Aggarwal (DIN: 03599964), Whole Time Director of the company retires
by rotation at the ensuing Annual General Meeting and being eligible have offered himself for
re-appointment. The Board of Directors have recommended his re-appointment.

The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard-III issued by Institute of Company
Secretaries of India, of the Director seeking re-appointment at the ensuing AGM are annexed to the
Notice of the 29th annual general meeting.

Changes during the year

During the financial year 2024-25, Mrs. Vandana Gupta (DIN: 00013488) had resigned from the post of
director of the Company w.e.f. October 10, 2024 and confirmed that there was no material reason for
her resignation other than reason mentioned in her resignation letter. During the financial year
2024-25, based on recommendations of Nomination and Remuneration Committee, the Board of
Directors in their meeting held on November 13, 2024 have appointed Mr. Mukul Jain (DIN: 07187651) as
an Additional (Independent) Director of the Company w.e.f. November 13, 2024. Based on
recommendations of Nomination and Remuneration Committee, the Board of Directors in their
meeting held on December 12, 2024 have appointed Mr. Sunil Duggal (DIN: 07291685) as an Additional
(Independent) Director of the Company w.e.f. December 12, 2024.

Change in Designation

During the financial year 2024-25, the appointments of Mr. Mukul Jain and Mr. Sunil Duggal were
regularized respectively as an Independent Directors by the shareholders of the Company in the
Extraordinary General meeting held on January 08, 2025.

Key Managerial Personnel (KMP)

As on 31st March, 2025, following are the Key Managerial persons of the Company in accordance with
the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

14. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANY'S
CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they qualify
to be independent directors pursuant to Rule 5 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. They have also confirmed that they meet the requirements of
'Independent Director' as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Further, in the opinion of Board, the independent directors fulfills the conditions specified in Listing
Regulations and they are independent of the management. All the Independent Directors have
affirmed that they have adhered and complied with the Company's Code of Conduct for
Independent Directors prescribed in Schedule IV to the Act.

Further, the Independent Directors have confirmed that they are not aware of any circumstance,
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.

It may be noted that all the Independent Directors on the Board of the Company as on March 31,
2025 have been registered in the data bank of Independent Directors as per Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in terms of Section 150
of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors)
Rules, 2014, Mrs. Vandana Gupta, Mr. Pawan Dixit, Mr. Sushil Kumar Goyal, Mr. Mukul Jain and Mr. Sunil
Duggal, Independent Directors of the Company have passed the online proficiency
self-assessment test and Mrs. Richa Kalra was exempted and not required to undertake online
proficiency self-assessment test.

The Board is of the opinion that the Independent Directors on the Board of the Company possess
requisite qualifications, experience and expertise and that they hold highest standards of integrity
and are independent of management

15. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 13 (thirteen) times during the financial year ended March 31, 2025 in
accordance with the provisions of Companies Act 2013 and rules made thereunder. The intervening
gap between two board meetings was within the period as prescribed under Companies Act 2013
and Secretarial Standard-1. The requisite quorum was present at all the meetings and Directors
have actively participated in the meetings and contributed valuable inputs on the matters brought
before the board of Directors from time to time.

Date of Board meetings are i.e. 27.05.2024, 14.08.2024, 28.08.2024, 03.09.2024, 19.10.2024, 06.11.2024,
13.11.2024, 04.12.2024, 12.12.2024, 27.12.2024, 11.02.2025, 14.02.2025 and 15.03.2025.

The details of attendance of each Director at the Board Meeting(s) and Annual General Meeting
are given in the Report on Corporate Governance.

16. COMMITTEES OF THE BOARD

The Board Committees play vital role in strengthening the Corporate Governance practices of the
Company and focus effectively on the issues and expedient resolution of the diverse matters. The
Committees also make specific recommendations to the Board on various matters as and when
required. All observations, recommendations and decisions of the Committee were placed before
the Board for information, noting and approval.

In compliance with applicable provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has constituted following committees of the Board:

1. Audit Committee.

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition, terms of reference and number of meetings of the aforementioned Committees
and the attendance of each Director in the Committee meetings are provided in the Corporate
Governance Report which forms integral part of this Annual Report.

17. AUDIT COMMITTEE

Your Company has constituted an Audit Committee in compliance with the provisions of Section
177 of the Companies Act 2013 & Regulation 18 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Mrs. Vandana Gupta had resigned
from the Board and committees w.e.f. October 10, 2024. Therefore, the Board of Directors in their
meeting held on November 06, 2024 reconstituted the Audit Committee by appointing Mr. Pawan
Dixit as a Chairman of the Committee and Mrs. Richa Kalra as a member of the Committee.

As on 31st March, 2025, the Audit Committee comprised of three Directors i.e. Mr. Pawan Dixit
(Chairman), Mrs. Richa Kalra (Member) and Mr. Sushil Kumar Goyal (Member)

The recommendations of Audit Committee, whenever given have been accepted by the Board of
Directors.

18. FINANCIAL STATEMENTS

The financial statements for the financial year ended March 31, 2025 have been prepared in
accordance with Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered
Accountants of India and as specified in Section 133 of the Act and the relevant rules thereof and in
accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The estimates and judgements relating to the financial statements are made on
a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company's state of affairs as at March 31, 2025, and its profits and its
cash flow statements for the year ended 31st March, 2025.

19. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal annual performance
evaluation has been done by the Board of its own performance, the Directors individually as well as
the evaluation of its committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the
Directors on the basis of parameters/criteria such as Board Composition, Board Meetings and
procedures, Board strategy and Risk Management, Board and Management Relations, Succession
planning and Independence of Management from Board Committee. The performance evaluation
of the Chairman was also carried out. The Performance evaluation of the Directors was carried out
by the entire Board (excluding the director being evaluated). The Directors expressed their
satisfaction with the evaluation process.

The performance of the Committees was evaluated by the Board after seeking feedback from
committee members on the basis of parameters/criteria such as adequacy of Committee
Composition, effectiveness of the Committees, functions and duties of Committees, meetings, etc.

Independent Directors of the Company in their separate meeting held on 15th March, 2025
reviewed the performance of the Non-Independent Directors and the Board as a whole. They have
also reviewed the performance of the Chairman of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social
Responsibility Committee ("the CSR Committee"). As at 31st March, 2025, the CSR Committee
comprised Mr. Sushil Kumar Goyal (Non-Executive Independent Director) as Chairperson, Mr.
Pawan Dixit (Non-Executive Independent Director) and Mrs. Richa Kalra (Non-Executive
Independent Director) as members of the Committee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR policy and recommending the amount
to be spent on CSR activities.

During the year under review, CSR Committee met 1 (One) time on 15th March, 2025.

The CSR policy adopted by the can be accessed at the web link
https://avrofurniture.com/pdf1/240724/CSR%20Policy.pdf.

The Annual Report on CSR activities in prescribed format is annexed as an Annexure-A.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in ethical and lawful business conduct and strives to carry on its business
activities in fair, transparent and professional manner. Pursuant to the provisions of Section 177 of
the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle Blower
Policy for securing/reporting/deterring/punishing/rectifying any unethical, unlawful acts,
behaviour, leak/suspected leak of Unpublished Price Sensitive Information etc. and to address
bona fide concern of malpractice, deviation from the policies of the Company internally in an
effective and systematic manner after its discovery.

The Policy also provide for adequate safeguards against victimization of persons who use such
mechanism and also make provisions for direct access to the chairperson of the Audit Committee
in appropriate or exceptional cases. The functioning of the vigil mechanism is reviewed by the Audit
Committee from time to time. During the year under review, no complaint pertaining to the
company was received under the Whistle Blower Policy/Vigil mechanism.

The said policy is available on the Company's website and can be accessed through the link
https://avrofurniture.com/pdf1/Whistle-Blower-Policy.pdf

22. RISK MANAGEMENT

The Board of Directors of the Company has evaluated a system of risk management to monitor the
risk management plan for the Company. The audit Committee has additional oversight in the area
of financial risks and control. Major risks identified by the business and functions are systematically
address mitigating actions on a continuing basis.

The development and implementation of risk management has been convened in the
Management Discussion and Analysis, which forms part of Annual Report.

23. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

During the financial year ended 31st March, 2025, no loan and guarantee was given by the
Company in terms of Section 186 of the Companies Act, 2013 and rules made thereunder. The
Company has made investments in mutual funds, the details of which are given in notes to
financial statements.

24. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

M/s S A A R K AND CO, Chartered Accountants, (Firm Reg. No. 021758N), a Firm peer reviewed by
ICAI, was reappointed as a Statutory Auditors of the Company for another term of five consecutive
years at the Annual General Meeting held on September 30, 2023 from the conclusion of the 27th
Annual General Meeting of the Company till the conclusion of 32nd Annual General Meeting of the
Company to be held in the year 2028.

M/s S A A R K AND CO. had provided their consent and a certificate of their eligibility under 139 and 141 of
the Companies Act, 2013 and Companies (Audit and Auditors) Rule, 2014 for their continuance as the
Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the SEBI Listing
Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review
Board of the ICAI. Accordingly, S A A R K AND CO was eligible for re-appointment as Statutory Auditors
of the Company.

The Statutory Auditors Report for FY 2024-25 on the financial statements of the Company forms part of
this Annual Report. Auditors have expressed their unmodified opinion on the Standalone Financial
Statements and their reports does not contain any qualifications, observations, adverse remarks or
disclaimer. The notes on financial statements referred to in the Auditor's Report are self-explanatory
and need no further comments.

B. SECRETARIAL AUDITOR

The Secretarial Audit for the financial year 2024-25 was undertaken by M/s Chaturvedi & Company, the
Secretarial Auditor of the Company.

The Secretarial Audit report for the financial year ended 31st March, 2025 under the Companies Act,
2013 read with rules made thereunder is annexed herewith as Annexure-B. The Secretarial Audit Report
does not contain any qualification, reservation and adverse remark for the period under review.

Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Company has obtained Annual Secretarial Compliance Report
from M/s Chaturvedi & Company (CP No. 13708), Company Secretaries and the said compliance report
has been submitted by the Company to BSE Ltd and National Stock Exchange of India Limited.

Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and section 204 of the Companies act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Board of Directors on the
recommendation of the Audit Committee and subject to the approval of members at this AGM,
recommended the re-appointment of M/s Chaturvedi & Company, Practicing Company Secretary, a
Firm peer reviewed by ICSI as a Secretarial Auditor to conduct the Secretarial Audit for the term of 5
(five) consecutive years from April 01, 2025 to 31st March 2030. M/s Chaturvedi & Company, being
eligible, has provided their consent to act as the Secretarial Auditors of the Company for term of 5 (five)
consecutive years. M/s Chaturvedi & Co has confirmed that the firm is not disqualified and is eligible to
be appointed as Secretarial Auditor in terms of Regulation 24A of the SEBI Listing Regulations.

C. INTERNAL AUDITOR

The Board of Directors in their meeting held on 14th November, 2019 appointed M/s NSH & Co, Chartered
Accountant (Firm Registration No: 033184N) as an Internal Auditor of the Company w.e.f. 06th
September, 2019 till the time power revoked by the Board of Directors.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s.
NSH & Co., Chartered Accountants, the Internal Auditor of the Company carried out the Internal Audit of
the Company on quarterly basis for financial year 2024-25.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) pursuant to Section 118 of the
Companies Act, 2013.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.

The Company has zero tolerance towards sexual harassment at the Workplace and have a policy on
prevention, prohibition and redressal of sexual harassment of women at Workplace in line with the
provisions of Sexual Harassment of Woman at Workplace [Prevention, Prohibition and Redressal] Act,
2013 and the rules made thereunder. As required under the law, an internal complaint committee has
been constituted for reporting and conducting inquiry into the complaints made by the victim on the
harassments at the work place. During the financial year under review, the Company has not received
complaint of sexual harassment of Women at Workplace.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY.

The Company has an adequate Internal Financial Control System, commensurate with size, scale and
complexity of its operations. They have been designed to provide reasonable assurance with regard to
recording and providing reliable financial and operational information, complying with applicable
statues, safeguarding assets from unauthorized use, executing transactions with proper authorization
and ensure compliance of corporate policies. It has continued its efforts to align all its process and
controls with global best practices.

₂8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPANIES ACT, 2013.

All transactions entered into with related parties during the financial year under review were in ordinary
course of business and on an arm's length basis. The details of the transactions with related parties are
provided in the notes to accompanying financial statements. Details of transactions pursuant to
compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 are annexed herewith as per Annexure-C in the Form AOC-2.

All Related Party transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive
nature. A statement giving details of all related party transactions entered into pursuant to the
omnibus approval so granted is placed before the Audit Committee for their review on a periodical
basis. The policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions, as approved by the Board, is available on the Company's website and can be accessed
through the below link

https://www.avrofurniture.com/pdf1/Policy%20on%20materiality%20of%20related%20party%20transactions.pdf

29. MAINTENANCE OF COST RECORDS

The Company has maintained Cost records as required to be maintained as specified by the Central
Government under sub section (1) of section 148 of the Companies Act ,2013.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs.
1,02,00,000 per annum and hence, the company is not required to give information as required under
the provisions of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014.

Further the details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached herewith as Annexure-D and names of top ten
employees in terms of remuneration drawn by them pursuant to Rule 5(2) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith as Annexure-E.

31. NOMINATION AND REMUNERATION POLICY

The Board has adopted Nomination and Remuneration Policy relating to remuneration of the Directors,
Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria
for appointment and removal of Directors, Key Managerial personnel and Senior Management
Personnel of the Company. The Nomination and Remuneration Committee is fully empowered to
determine/approve and revise, subject to necessary approvals, the remuneration of managerial
personnel, after taking into account the financial position of the Company, trends in industry,
qualification, experience, past performance etc. The Non-Executive Directors are paid sitting fees for
every meeting of the Board and its committee attended by them. The Nomination and Remuneration
Policy of the Company is available on the website of the Company at

https://www.avrofurniture.com/img/Investor%20Desk-%20AVRO%202/Policies/Nomination_and_Remuneration_Policy_1.pdf

32. CORPORATE GOVERNANCE REPORT

Your Company's Corporate Governance philosophy is governed by its commitment to run its business
in legal, ethical and transparent manner. The Company believes that sound corporate governance is
critical in enhancing and retaining investor trust. Transparency, accountability, fairness and intensive
communication with stakeholders are integral to our functioning.

The Board has framed Code of Conduct for all Board Members and Senior Management of the
Company and they have affirmed the compliance for the financial year ended March 31, 2025.

The Company has complied with the requirements of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance.

The compliance report on the Corporate Governance is annexed to the Board's Report as Annexure-F
and a Certificate from M/s Chaturvedi & Company, Company Secretaries regarding compliance with
conditions of Corporate Governance as stipulated under Chapter IV of SEBI Listing Regulations forms
part of the Annual report.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under
Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, is presented in a separate section of this Annual Report as "Annexure-G".

34. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of Securities and Exchange Board of India (Listing Obligations Disclosure
Requirements) Regulations, 2015, the company has adopted the policy of preservation of documents
to preserve the documents as per regulation 9(a) & 9(b) of SEBI Listing Regulations. The said policy is
available on the website of the Company and can be accessed through the following link

https://www.avrofurniture.com/img/Investor%20Desk-%20AVRO%202/Policies/POLICY_ON_PRESERVATION_OF_DOCUMENTS_905190ca-7e3d-4da7-8052-07b34cc79d9b.pdf

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

During the financial year 2024-25, no significant and material orders were passed by Regulators or
Courts or Tribunals which could impact the going concern status and company's operation in future.

36. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate
trading in securities by the Directors, KMP's and Designated employees of the Company. The Code
requires pre clearances for dealing in the Company's Shares and prohibits the purchase or sale of the
shares of Company by the Directors, KMPs and designated employees of the Company while in
possession of unpublished price sensitive information in relation to the Company and during the period
when Trading window is closed.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL
YEAR.

During the financial year 2024-25, no application was made under Insolvency and Bankruptcy Code,

2016. As on March 31, 2025, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign
exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 are mentioned below:

A. Conservation of Energy

(i) Steps taken or impact on Conservation of Energy:

The Company has been already using high end imported machines in manufacturing of plastic
furniture, hence the consumption of energy is at minimal level. However, the Company has taken
necessary steps in order to reduce the consumption of energy as much as it can and reduce the
damage to the environment.

(ii) The Steps taken by the Company for utilizing alternate sources of energy:

During the financial year 2024-25, the Company has not utilized alternate source of energy.

(iii) The Capital Investment on energy conservation equipments:

During the financial year 2024-25, the company has not made any capital investment on energy
conservation equipments.

B. Technology Absorption:

i. The efforts made towards technology absorption: The Company operates in an industry where the
technology plays a major role in its output. We try to adopt the advance technology as per the need
of the hour and teach the employees to implement it in the operations of the Company to increase
the output and accuracy of its services.

ii. The benefits derived like product improvement, cost reduction, product development or import
substitution: Improvement in overall productivity, quality of the services and reduced process scrap
and cost.

iii. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)- During the financial year 2024-25, the Company has purchased Squeezer
machine, the details of which are as follows:

a) The details of technology imported: Squeezer Machine

b) The date of import: 02/07/2024

c) Whether the technology has been fully absorbed: Yes

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not
Applicable

During the financial year 2024-25, the Company has purchased Grinder Machine, the details of which
are as follows:

a) The details of technology imported: Grinder Machine

b) The date of import: 05/09/2024

c) Whether the technology has been fully absorbed: Yes

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not
Applicable

iv. Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo:

i. The foreign exchange earned in terms of actual inflows during the year: Nil

ii. The foreign exchange outgo during the year in terms of actual outflow: Rs. 2,79,71,435.65

39. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the provision of Section 125(2) of the Act does not apply as the Company
was not required to transfer any amount to the Investor Education and Protection Fund (IEPF)
established by the Central Govt. of India.

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the
Notice of 29th AGM of the Company including Annual Report for FY 2024-25 are being sent to all
members whose email address are registered with the Company/Depository Participant(s).

41. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review

a. Voluntary revision of Financial Statement or Board Reports.

b. Instance of Fraud which required the Statutory Auditors to report to the Audit Committee and
or/Board under Section 143(12) of the Act and rules framed thereunder.

c. The Company does not have any Holding Company or Subsidiary Company and therefore, neither
the Managing Director nor the Whole Time Directors of the Company have received any
remuneration or commission from any subsidiaries.

d. The Company has not made any one-time settlement of loans taken from the Banks and financial
institutions and hence the details of difference between the amount of valuation done at the time
of one-time settlement and the valuation done while taking loans from the Banks of FIs along with
the reason thereof is not applicable.

42. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors state that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected and applied consistently and have made
judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state
of affairs of the company at March 31, 2025 and of the profit of the Company for the year ended
March 31, 2025;

c) Proper & sufficient care has been taken 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 & detecting fraud & other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper Internal Financial Controls were followed by the Company and such internal financial
controls are adequate and were operating effectively;

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

43. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation
received from the various stake holders including Banks, Governmental authorities and other business
associates who have extended their valuable support and encouragement during the year under
review.

Your Directors take the opportunity to place on record their deep appreciation of the committed
services rendered by the employees at all levels of the Company, who have contributed significantly
towards Company's performance and for enhancing its inherent strength. Your Directors also
acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

On behalf of the Board of Directors
For Avro India Limited

Sd/- Sd/-

Sushil Kumar Aggarwal Sahil Aggarwal

(Chairman & Whole-Time Director) (Managing Director)

DIN:00248707 DIN: 02515025

Place: Ghaziabad
Date: 30.08.2025

1

Mrs. Vandana Gupta had resigned from the directorship of the Company w.e.f. October 10, 2024.

2

Mr. Mukul Jain was appointed as an Independent Director of the Company w.e.f. November 13, 2024.

3

Mr. Sunil Duggal was appointed as an Independent Director of the Company w.e.f. December 12, 2024.