Your Directors take pleasure in presenting the 41^st Annual Report together with the Standalone and Consolidated
Audited Financial Statements for the Financial Year ("FY") ended 31^st March, 2025.

COMPANY PERFORMANCE:

Financial Results:

(All Amount in INR Lakhs, unless otherwise stated)

PERFORMANCE HIGHLIGHTS:

Standalone Performance

Ý Revenue from Operations stood at R 5,793.19 Lakhs compared to R 6,928.93 Lakhs in FY 2023-24,
registering a decline primarily due to operational factors.

Ý Total Income decreased to R 6,011.25 Lakhs from R 7,182.16 Lakhs in the previous year.

Ý EBITDA improved by 44.35%, reaching R 321.52 Lakhs compared to R 222.74 Lakhs in FY 2023-24,
reflecting better operational efficiency.

Ý Finance Cost remain same to R 0.03 Lakhs from R 0.03 Lakhs, indicating higher borrowing or financing
requirements.

Ý Profit Before Tax (PBT) witnessed greater performance, standing at R 321.52 Lakhs compared to R 222.74
Lakhs last year.

Ý Profit after Tax (PAT) remained largely stable at R 207.36 Lakhs compared to R 207.74 Lakhs in FY 2023¬
24.

Consolidated Performance

• Revenue from Operations grew significantly by 19%, reaching R 17,176.54 Lakhs compared to R 14,429.07
Lakhs in FY 2023-24.

• Total Income increased to ^ 17,396.29 Lakhs from ^ 14,682.29 Lakhs, driven by robust performance
across subsidiaries.

• EBITDA stood at ^ 734.40 Lakhs, reflecting a 45.93% increase compared to ^ 503.23 Lakhs in the previous
year.

• Finance Cost raised to ^ 1.57 Lakhs from ^ 0.03 Lakhs, yet remained at a low level.

• Total Expenses increased to ^ 16,661.81 Lakhs compared to ^ 14,179.06 Lakhs, in line with higher
business activity.

• Profit after Tax (PAT) grew by 8.62%, reaching R 530.24 Lakhs compared to R 488.23 Lakhs in FY 2023-24.
FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31^st March, 2025
in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 ("the Act").

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Annual Audited Financial Statements for the financial year ended 31^st
March, 2025, together with Report of Auditors' thereon, forms part of this annual report.

DIVIDEND:

In view of the need to conserve resources for potential new trading or industrial ventures, as well as to meet the
working capital requirements of the Company's ongoing operations, the Board of Directors has not recommended
any dividend for the financial year 2024-25. This decision is aimed at strengthening the financial position of the
Company and ensuring long-term sustainability.

TRANSFER TO RESERVES:

The Board of Directors has decided not to transfer any amount to the General Reserve from the profits available
for appropriation for the financial year 2024-25. The entire surplus is proposed to be retained in the Statement of
Profit and Loss to strengthen the internal resources of the Company and support future business requirements.

CAPITAL STRUCTURE:

The Authorized Share Capital of the Company for the FY 2024-25 is Rs. 300,00,00,000/- (Rupees Three Hundred
Crores Only) to Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) consisting of 300,00,00,000 (Three
Hundred Crores) Equity Shares of Re. 01/- (Rupee One only) each.

The issued, subscribed and paid-up capital of the Company for FY 2024-25 stands at Rs. 198,19,17,430.00/- (One
Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty) consisting of
198,19,17,430 (One Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty) Equity
Shares of Re. 01/-(Rupee One only) each.

AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013, the shareholders in their meeting held on 30^th September,

2022 had appointed M/s. Rishi Sekhri and Associates, Chartered Accountants, (FRN: 128216W) as Statutory
Auditors of the Company for a term of five (5) consecutive financial years and their term expires at the conclusion
of 43^rd Annual General Meeting of the Company.

Auditors' Report:

The Auditors' Report on the financial statements of the Company forms a part of the Annual Report. There is no
qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for
any further comments or explanations.

Secretarial Auditor:

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year
ended 31^st March, 2025, was conducted by M/s. Megha Khandelwal & Associates, Practicing Company
Secretaries (Peer Review Certificate No.: 4023/2023). The Secretarial Audit Report, along with the Secretarial
Compliance Report for the financial year 2024-25, forms part of this Report and is annexed herewith as Annexure -
1."

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse
remarks or disclaimer in their Audit Report.

Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of
five consecutive financial years. In view this, the Directors recommends the resolution at Item No. 03 be passed as
an Ordinary Resolution for appointment of M/s. Sidhi Maheshwari & Associates, Practicing Company Secretaries,
Firm Registration number S2023RJ898900 and Peer review certificate number 3395/2023 to undertake Secretarial
Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.

Internal Auditor:

For FY 2024-25, the Board of Directors had appointed M/s. Shashi Ranjan & Associates, Practicing Cost and
Management Accountants, Jaipur as Internal Auditors of the Company. The Internal Auditors have been
periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the
year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors of the Company for the
period under review.

Cost Auditor:

The provisions pertaining to the appointment of Cost Auditors are not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits falling within the purview
of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules,
2014.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and material orders were passed by the Regulators, Securities
Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the
Company's operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the
end of the financial year of the Company to which the Financial Statement relate and the date of this report. There
was no change in company's nature of business during the FY 2024- 25.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In compliance with Regulation 34, read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, the 'Management Discussion and Analysis Report' is annexed as
Annexure -2 and forms an integral part of this Report.

CORPORATE GOVERNANCE:

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The report on the Corporate
Governance as stipulated in regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed with this Report as Annexure - 3.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, the Company is having 03 (Three) wholly owned subsidiary namely:

Ý Avance Ventures Private Limited (incorporated on 21^st April, 2023);

Ý Verticore Technologies Private Limited (incorporated on 31^st August, 2024);

Ý Avance Platforms Private Limited (incorporated on 7^th October, 2024);

Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or
associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014 is applicable and details of the same mentioned herewith in Annexure - 4 to
this report.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Vasant Tukaram Bhoir (DIN: 07596882), Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends his re-appointment as Director, subject to the approval of the shareholders at
the forthcoming Annual General Meeting

b. Changes in Directors/ Key Managerial Personnel:

There was no change in the Board of Directors of the Company during the year under review. However, post
review period Late. Mr. Srikrishna Bhamidipati, the Managing Director, Chairman and Promoter of the Company
passed away on 1^st July, 2025.

Late. Mr. Srikrishna Bhamidipati was appointed as Managing Director of the company w.e.f. 15^th January, 2002 and
played crucial leadership roles through which the company immensely benefitted.

Subject to the approval of the members, the Nomination and remuneration Committee and the Board have
recommended regularize the appointment of Mr. Latesh Poojary (DIN: 10414863) appointed as additional director
on 2^nd July, 2025 as the Executive director of the Company. Further as per the recommendation of the Nomination
and Remuneration Committee and the Board of directors Mr. Latesh Poojary redesignated as Managing Director
w.e.f. from 14^th August 2025, subject to the approval of the members.

c. Composition

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation
17 of the Listing Regulations and specifically stated in Corporate Governance Report.

d. Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Vasant Tukaram Bhoir (DIN: 07596882) proposed to be re-appointed and his Qualification,
Experience alongwith the name of Companies in which he hold the Directorship and Listed Companies in which he
hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings
is given as Annexure to the Notice convening the 41^st Annual General Meeting.

MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from
other Board businesses. Your Company holds at least four Board Meetings in a year, one in each quarter to review
the financial results and other items of the agenda. During the reporting period, The Board met 10 (Ten) times
during the Financial Year 2024-25 viz. 10^th May, 2024, 28^th May, 2024, 17^th July, 2024, 13^th August, 2024, 14^th

August, 2024, 03^rd September, 2024, 14^th November, 2024, 28^th November, 2024, 12^th February, 2025 and 27^th
March, 2025.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda and Pre-reads are circulated
well in advance before each meeting to all the Directors for facilitating effective discussion and decision making.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence
as specified in Section 149(6) of the Act and shall abide by the Code for Independent Directors as specified in
Schedule- IV of the Act.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board is required to monitor and review the Board evaluation framework. In
line with the Corporate Governance Guidelines, the Board has carried out the annual performance evaluation of its
own performance, the Chairman, the Directors individually, Chief Financial Officer, Company Secretary as well as
the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship and Risk
Management Committee.

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the
performance and effective functioning of the Board. The evaluation process also considers the time spent by each
of the Board Member, core competencies, personal characteristics, accomplishment of specific responsibilities and
expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback
based on ratings. The Directors expressed their satisfaction with the evaluation process.

SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial
Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors
(SS-4) issued by Institute of Company Secretaries of India.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a
Policy on Related Party Transactions as approved by the Board of Directors which is also available on the
Company's website www.avance.in and the same is considered for the purpose of identification and monitoring
Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties
referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the
Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as Annexure
- 5 and forms an integral part of this report.

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

The Company being into reselling of IT products, information regarding disclosure of conservation of energy is not
applicable to it. However, as a part of national interest it ensures that energy consumption is kept at minimum.
There is no technology involved as the Company is a Service Sector.

There were no foreign exchange earnings or outgo during the year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31st March
2025 will be available on the Company's website at www.avance.in with in stipulated period of time.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company recognises its employees as one of the most vital contributors to its growth and success. Human
Resource Development is considered a key strategic priority, with continuous efforts to implement initiatives that
foster professional development, enhance operational excellence, and strengthen business processes. The
Company remains committed to building a diverse, inclusive workforce and nurturing employee careers through
structured learning and development programmes. Ensuring the safety, security, and overall well-being of
employees is of utmost importance, and the Company upholds the highest standards of health and safety across all
operations.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the
financial year 2024-25 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEM, THEIR ADEQUACY AND OPERATIVE EFFECTIVENESS:

The Company has an adequate system of internal controls in place. It has documented policies and procedures
covering all financial and operating functions. These controls have been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations.
The Company has continued itself orts to align all its processes and controls with global best practices.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details/information's related to the remuneration of Directors, Key Managerial
Personnel and Employees are set out in Annexure - 6 to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance
stipulated under the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, is also annexed to this Annual Report.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation 34
(3) read with Para C(10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criteria specified in sub section (1) of section 135 of the Companies Act, 2013,
read with Companies [Corporate Social Responsibility (CSR)) Rules, 2014. Therefore, it is not required to incur any

expenditure on account of CSR activities during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, hereby confirms
that:

Ý In the preparation of the annual accounts for the year ended 31st March, 2025 the applicable accounting
standards have been followed and there are no material departures from the same;

Ý They have selected such accounting policies, judgments and estimates that are reasonable and prudent
and have applied them consistently so as to give a true and fair view of the state of affairs of the Company
as at 31st March, 2025 and of the statement of Profit and Loss as well as Cash Flow of the company for
the year ended on that date;

Ý Proper and sufficient care has been taken 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;

Ý The annual accounts have been prepared on a going concern basis;

Ý Necessary internal financial controls have been laid down by the Company and the same are
commensurate with its size of operations and that they are adequate and were operating effectively; and

Ý Proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

REPORTING OF FRAUDS:

During the year under review, none of the Auditors of the Company, has reported to the Audit Committee under
section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and
employees, the details of which would need to be mentioned in the Board Report.

POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons
from diverse fields or professions. The Remuneration Policy is uploaded on the Company website www.avance.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. Further, the mechanism adopted by the Company encourages a whistle blower to report
genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower
who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of
the vigil mechanism is reviewed by the Audit Committee from time to time.

None of the whistle blowers have been denied access to the Audit Committee of the Board. The details of the
Whistle Blower Policy are posted on the website of the Company at www.avance.in.

POLICY AGAINST SEXUAL HARASSMENT:

The Company is committed to creating a healthy working environment that enables employees to work without
fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of
sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress
complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard.

MATERNITY BENEFIT

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under
review.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016
which does any materially impact the business of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.

APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members during the year under review.

By Order of the Board

For Avance Technologies Limited

Sd/- Sd/-

Latesh Poojary Vasant Bhoir

Managing Director Director

DIN: 10414863 DIN: 07596882

Date: 05^th September, 2025
Place: Mumbai