Your directors take pleasure in presenting the 35th Annual Report and the Audited Financial Statements (Standalone
and Consolidated) for the Financial Year ended March 31,2025:

1. Financial Highlights

The Standalone and Consolidated performance for the Financial Year ended March 31,2025, is as under:

2. State of the Company's Affairs

During the financial year 2024-2025, your Company recorded a turnover of Rs. 24,848.36 Lakhs and earned a
net profit of Rs. 5,956.56 Lakhs on a standalone basis and a turnover of Rs. 24,912.62 Lakhs and net profit was
Rs. 5,609.48 Lakhs on a consolidation basis.

3. Transfer of amount to Reserves

The Board of Directors do not propose to transfer any amount to the General Reserve for the Financial Year
ended March 31,2025.

4. Dividend

The Board of Directors has recommended a final dividend of Re.0.20/- per equity share of Rs.2/- (Two rupees)
each fully paid-up of the Company for the financial year 2024-25. Dividend is subject to the approval of

members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The
Dividend will be paid to members whose names appear in the register of members as on a record date and in
respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by
NSDL and CDSL as beneficial owners as on that date.

5. Listing of Equity Shares

The Company's equity shares are listed on the following Stock Exchanges having a nationwide trading
terminal:

(a) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(b) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2024-25.

The Company has received approval from the National Stock Exchange of India Limited (NSE) for the listing
ofits Equity Shares on the NSE Main Board, as per letter No. NSE/LIST/163 dated July 29, 2024. Accordingly,
the Company's Equity Shares began trading on the NSE with effect from the start of trading hours on
Wednesday, July 31, 2024, under the designated symbol "AVANTEL".

6. Subsidiary Companies

M/s. Imeds Global Private Limited, a Wholly Owned Subsidiary Company. As per the provisions of Section
129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the Financial Statements of the Subsidiary Company in Form AOC-1 is
enclosed as Annexure - 1.

7. Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the financial performance of
Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance
of the Company during the Financial Year ended March 31, 2025, is annexed to this Board's Report as
Annexure - 1.

8. Consolidated Financial Statements

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind
AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the
Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the Financial Year ended March 31, 2025, forms part of the Annual
Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed the Audited
Financial Statements of its Subsidiary Company on its website https://www.avantel.in/ and the same shall be
provided to the shareholders upon their request.

9. Share Capital

The Authorized Share Capital of the Company as on March 31, 2025, is Rs.60,00,00,000/- (Rupees Sixty
Crores only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs.2/- (Rupees Two Only) each.

The Paid-up Share Capital of the Company as on March 31, 2025, is Rs.48,94,71,640/- divided into
24,47,35,820 equity shares of Rs.2/- each fully paid up.

During the year under review, the paid-up share capital of the Company increased pursuant to the exercise of
14,66,240 Employee Stock Option Plan (ESOP) grants by employees, which were converted into 14,66,240
equity shares.

10. Variations in Net worth

The Standalone Net worth of the Company for the Financial Year ended March 31, 2025, is Rs. 24,801.16
Lakhs as compared to Rs. 17,141.39 Lakhs for the previous financial year ended March 31, 2024, and the
Consolidated Net worth of the Company for the Financial Year ended March 31, 2025, is Rs. 23,724.61 Lakhs
as compared to Rs. 16,411.92 Lakhs for the previous Financial Year ended March 31,2024.

11. Directors

During the year under review, Mr. Naveen Nandigam (DIN: 02726620) and Mr. Yalamanchili Kishore (DIN:
01633048) have ceased to be Independent Directors of the Company with effect from May 31, 2024, upon
completion oftheir second term as Independent Directors.

Dr. Abburi Vidyasagar (DIN: 00026524), has been re-appointed as the Managing Director of the Company for
a period ofthree (3) years, effective from April 1,2025, to March 31,2028.

Smt. Abburi Sarada (DIN: 00026543) has been re-appointed as the Whole-time Director of the Company for a
period ofthree (3) years, effective from May 8, 2025, to May 7, 2028.

Mrs. Mini Ipe (DIN: 07791184) has been appointed as an Additional Director (Non-Executive - Independent)
of the Company for a period of 5 years, effective from March 27, 2025, to March 26, 2030.

Apart from the above, there were no other changes in the composition of the Board of Directors during the
financial year ended March 31,2025.

12. Appointment/Re-appointment

The Board of Directors of the Company at their meeting held on March 27, 2025, based on the
recommendation of the Nomination & Remuneration Committee, had re-appointed Dr. Abburi Vidyasagar
(DIN: 00026524), as Managing Director of the Company with effect from March 27, 2025, and the same is
being placed before the shareholders of the Company in this 35th Annual General Meeting for their approval.

The Board of Directors of the Company at their meeting held on March 27, 2025, based on the
recommendation of the Nomination & Remuneration Committee, had re-appointed Smt. Abburi Sarada (DIN:
00026543), as Whole-time Director of the Company with effect from March 27, 2025, and the same is being
placed before the shareholders of the Company in this 35th Annual General Meeting for their approval.

The Board of Directors of the Company at their meeting held on March 27, 2025, based on the
recommendation of the Nomination & Remuneration Committee, had re-appointed Ms. Mini Ipe (DIN:
07791184), as Independent Director of the Company with effect from March 27, 2025, and the same is being
placed before the shareholders of the Company in this 35th Annual General Meeting for their approval.

13. Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

Dr. Abburi Vidyasagar - Managing Director

Mrs. Abburi Sarada - Whole-time Director & Chief Financial Officer

Mr. Abburi Siddhartha Sagar - Whole-Time Director

Mr. D. Rajasekhara Reddy - Company Secretary & Compliance Officer

14. Number of Meetings of the Board of Directors

During the financial year ended March 31, 2025, six Board meetings were held on the following dates: April
25, 2024, July 19, 2024, October 5, 2024, October 24, 2024, January 18, 2025, and March 27, 2025.

The gap between two Meetings did not exceed 120 days and the Meetings were conducted in compliance with
all applicable laws. The necessary quorum was present for all the Board Meetings.

The attendance ofthe Directors at the Board Meetings held during the year is as follows:

Note: # Mr. Naveen Nandigam (DIN: 02726620) and Mr. Yalamanchili Kishore (DIN: 01633048) have ceased to be
Independent Directors of the Company with effect from May 31, 2024, upon completion of their second term as
Independent Directors.

* Mrs. Mini Ipe (DIN: 07791184) has been appointed as an Additional Director (Non-Executive - Independent) of
the Company, effective from March 27, 2025.

15. Particulars of Loans, Guarantees, Securities or Investments under Section 186

The details of Loans, Guarantees, Investments and Security made during the Financial Year ended March 31,
2025, is given in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and the same is annexed to the Board's Report as
Annexure - 2.

16. Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm's length basis and
were in the ordinary course of business. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large. All the related party transactions are
approved by the Audit Committee and Board of Directors.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188
entered by the Company during the Financial Year ended March 31, 2025, in prescribed Form AOC-2 is
annexed to this Board's Report as Annexure - 3.

The policy on Related Party Transactions as approved by the Board is uploaded on the website ofthe Company
and the web link is https://www.avantel.in/investors

17. Annual Return

Annual Return in Form MGT-7 is available on the Company's website, the web link for the same is
https://www.avantel.in/investors.

18. The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to
the provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies
(Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and
outgo pursuant to Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed to
this Board's Report as Annexure - 4.

19. Audit Committee

During the financial year ended March 31, 2025, five Audit Committee meetings were held on the following
dates: April 25, 2024, July 19, 2024, October 5, 2024, October 24, 2024, January 18, 2025.

The maximum time gap between any two meetings was not more than one hundred and twenty days.

During the year, there has been no such incident where the Board has not accepted the recommendation of the
Audit Committee during the year.

Composition, Name's of members & Chairperson and Attendance at Meetings

Note:# Mr. Naveen Nandigam (DIN: 02726620) and Mr. Yalamanchili Kishore (DIN: 01633048) have ceased to
be Independent Directors of the Company with effect from May 31, 2024, upon completion of their second term
as Independent Directors.

20. Nomination and Remuneration Committee
V Brief description of the terms of reference:

• formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to the remuneration of the directors, key
managerial personnel and other employees;

• for every appointment of an Independent Director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an Independent Director. The person
recommended to the Board for appointment as an Independent Director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments ofthe candidates.

• formulation of criteria for evaluation of performance of Independent Directors and the board of directors;

• devising a policy on diversity of board of directors;

• identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors their
appointment and removal.

• whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

• recommend to the board, all remuneration, in whatever form, payable to senior management.

Composition, name of members & Chairperson, meetings held during the year and attendance at meetings.

During the financial year ended March 31, 2025, three Nomination and Remuneration Committee meetings were

held on the following dates: April 25, 2024, November 9, 2024, and March 27, 2025.

Composition, Name's of members & Chairperson and Attendance at Meetings

Note:# Mr. Naveen Nandigam (DIN: 02726620) and Mr. Yalamanchili Kishore (DIN: 01633048) have ceased to be
Independent Directors of the Company with effect from May 31, 2024, upon completion of their second term as
Independent Directors.

21. Corporate Social Responsibility (CSR)

Avantel is committed to improve the lives of the society in which it operates. The Company believes in
“looking beyond business” and strives to create a positive impact on the communities it serves and on the
environment. The Company is committed not just to profits, but also towards leaving a deeper imprint on the
society as a whole. We understand that there is a need to strike a balance between the overall objectives of
achieving corporate excellence visa-vis the company's responsibilities towards the community.

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of
the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and
Programmes undertaken by the Company during the year have been provided in Annexure-5 and forms part of
this Report.

During the F.Y.2024-25 the Company was required to spend an amount of Rs.91,33,056/- for implementation
of various CSR activities in terms of Section 135 of the Companies Act, 2013. In this regard the Company has
spent an amount of Rs.92,00,000/- on CSR activities which is in excess of the minimum amount required to be
spent by the Company.

During the year, one Meeting ofthe Corporate Social Responsibility Committee was held on April 25, 2025.

Composition, Name's of members & Chairperson and Attendance at Meetings

Note: # Mr. Naveen Nandigam (DIN: 02726620) and Mr. Yalamanchili Kishore (DIN: 01633048) have ceased to be
Independent Directors of the Company with effect from May 31, 2024, upon completion of their second term as
Independent Directors.

* Mrs. Mini Ipe was appointed as a member of the Corporate Social Responsibility Committee with effect from
March 27, 2025.

22. Stakeholders Relationship Committee

During the year, one Meeting of the Stakeholders Relationship Committee was held on January 18, 2025.
Composition. Name's of members & Chairperson and Attendance at Meetings

Note: *Mrs. Mini Ipe was appointed as a member of the Stakeholders Relationship Committee with effect from

March 27, 2025.

Terms of Reference

(i) Resolving the grievances of the security holders including complaints related to transfer/transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, non-receipt of new/duplicate
certificates, etc.

(ii) Review ofmeasures taken for effective exercise ofvoting rights by shareholders.

(iii) Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent.

(iv) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders ofthe Company.

The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it
faces in day-to-day operations of the Company. The Risk Management Policy of the Company outlines
different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has
adequate internal control systems and procedures to combat risks. The Risk management procedures are
reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of
the Quarterly Financial Results of the Company.

Brief description of terms of reference

1. To formulate a detailed Risk Management Policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, Environment, Social
and Governance related risks), information, cyber security risks or any other risk as may be determined
by the Committee.

b) Measures for risk mitigation including systems and processes for internal control of identified risks.

c) Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business ofthe Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee;

7. The Risk Management Committee shall coordinate its activities with other committees, in instances where
there is any overlap with activities of such committees, as per the framework laid down by the board of
directors.

Composition, name of members & Chairperson, meetings held during the year and attendance at meetings.

During the year, two Meeting of the Risk Management Committee were held on January 18, 2025 and March 27,
2025.

Composition, Names of members & Chairperson and Attendance at Meetings

During the year, Four Meetings of the Share Allotment Committee were held on December 26, 2024, January
27, 2025, February 26, 2025, and March 15, 2025.

Composition, Names of members & Chairperson and Attendance at Meeting

25. Mechanism for Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and
that of its committees as well as performance of the Directors individually. Feedback was sought by way of a
structured questionnaire covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent
Directors with specific focus on the performance and effective functioning of the Board and Individual
Directors.

In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company
has adopted the criteria recommended by the SEBI.

The Directors were given Five Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Managing Director and Executive Directors; and

(v) Evaluation of Chairman.

The Directors were requested to give following ratings for each criterion:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Chairperson, based on the Evaluation done by the Directors, informed that the performance of the Directors is
satisfactory, and they are recommended for continuation as Directors of the Company.

26. Management Discussion and Analysis

The Management Discussion and Analysis, as required under the Listing Regulations, forms an integral part of
this Report.

27. Directors' Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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 as on March 31, 2025, and of Profit and Loss Account of the Company for that
period;

iii) that 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) that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2025, on a
going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

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

28. Statement on Declaration given by Independent Directors under Section 149

The Independent Directors have submitted a declaration of independence, as required pursuant to sub-section
(7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in
sub-section (6) of Section 149.

29. Familiarization programmes imparted to Independent Directors

The Members of the Board of the Company have been provided with opportunities to familiarize themselves
with the Company, its Management and its operations. The Directors are provided with all the documents to
enable them to have a better understanding of the Company, its various operations and the industry in which it
operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of
their appointment through a formal letter of appointment, which also stipulates various terms and conditions of
their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new
Non-Executive Directors with matters related to the Company's values and commitments. They are also
introduced to the organization structure, constitution of various committees, board procedures, risk
management strategies, etc.

Strategic presentations are made to the Board where Directors get an opportunity to interact with Senior
Management. Directors are also informed of the various developments in the Company through Press
Releases, emails, etc.

Senior management personnel of the Company make presentations to the Board Members on a periodical
basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and
seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific
responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on

Financial Statements and Internal Controls. They will also make presentations on regulatory changes from
time to time.

The details ofthe familiarisation programme are available on the website: https://www.avantel.in/investors

30. Meeting of Independent Directors

A separate meeting of the Independent Directors was held under the Chairmanship of Mr. Vyasabhattu
Ramchander, Independent Director on January 18, 2025, inter-alia, to discuss evaluation ofthe performance of
the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the
Executive and the evaluation of the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board
as a whole.

31. Registration of Independent Directors in Independent Directors Data bank

All the Independent Directors of your Company have been registered and are members of Independent
Directors Data bank maintained by the Indian Institute of Corporate Affairs (IICA).

32. Online Proficiency Self-Assessment Test

All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test
conducted by Indian Institute of Corporate Affair (IICA).

33. Confirmation and Opinion of the Board on Independent Directors

All the Independent Directors of the Company have given their respective declaration/ disclosures under
Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill
the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing
Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. Further, the Board, after taking these
declarations/disclosures on record and acknowledging the veracity of the same, concluded that the
Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors ofthe Company and are Independent ofthe Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity,
possesses requisite expertise, experience and qualifications to discharge the assigned duties and
responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

34. Board Diversity

The Company has over the years been fortunate to have eminent people from diverse fields to serve as
Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee
of the Board ensured diversity of the Board in terms of experience, knowledge, perspective, background,
gender, age and culture.

35. Statement of particulars of appointment and remuneration of managerial personnel

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
to this Board's Report as Annexure - 6.

36. Directors and Officers Insurance ('D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken
Directors and Officers Insurance ('D&O') for all its Directors and members ofthe Senior Management.

37. Code of Conduct

The Board of Directors has adopted and oversee the administration of the Avantel Limited Code of Business
Conduct and Ethics (the 'Code of Conduct'), which applies to all Directors, Officers and Employees of Avantel
Limited and its subsidiaries. The Code of Conduct reflects the Company's commitment to doing business with
integrity and in full compliance with the law and provides a general roadmap for all the Directors, Officers and
Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards. The
Code of Conduct also ensures that all members of Avantel Limited and its subsidiaries perform their duties in
compliance with applicable laws and in a manner that is respectful of each other and the Company's
relationships with its customers, suppliers and shareholders, as well as the communities and regulatory bodies
where the Company does business.

38. Deposits

The Company has not accepted any deposits from the public in terms of Chapter V ofthe Companies Act, 2013.
Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.

39. Statutory Auditors

M/s. Grandhy & Co., Chartered Accountants, (ICAI Firm Registration No. 001007S), were appointed as the
Statutory Auditors of the Company for a period of 5 years at the 31st Annual General Meeting of the Company
held on June 5, 2021, to hold office till the conclusion of the 36th Annual General Meeting of the Company to
be held in the year 2026.

Accordingly, M/s. Grandhy & Co., Chartered Accountants, Statutory Auditors of the Company will continue
as such till the conclusion of Annual General Meeting to be held in 2026. In this regard, the Company has
received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors would be in
accordance with the provisions of Section 141 ofthe Companies Act, 2013.

40. Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Grandhy & Co.,
Chartered Accountants (ICAI Firm Registration No. 001007S), Statutory Auditors in their report for the
Financial Year ended March 31,2025.

41. SecretarialAuditors

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of
the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have approved and recommended the appointment of M/s. P. S. Rao &
Associates, Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company
for a term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the
conclusion of 40th AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing
AGM of the Company. Brief resume and other details of M/s. P. S. Rao & Associates, Company Secretaries in
Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. P. S. Rao & Associates have given their consent to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act &
Rules made thereunder and SEBI (LODR) Regulations. They have also confirmed that they are not

disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder
and SEBI (LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or
adverse remark and is attached to this report as Annexure - 7. Further, the Secretarial Auditors have not
reported any fraud under Section 143(12) of the Act.

42. Internal Auditors

The Board of Directors of the Company has appointed M/s. Ramesh & Co., Chartered Accountants (Firm
Registration No. 002979S) as Internal Auditors to conduct Internal Audit of the Company for the Financial
Year ended March 31,2025.

43. Cost Audit and Maintenance of Cost Records specified by the Central Government under Section 148 of
the Companies Act, 2013

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, the Board of Directors pursuant to the recommendation of the
Audit Committee, had appointed M/s. MPR & Associates, Cost Accountants (Firm Registration No.000413),
Hyderabad, as Cost Auditors of the Company, to carry out the audit of the cost records of the products
manufactured by the Company during the financial year ending March 31, 2025 at a remuneration of
Rs.1,00,000/-.

The remuneration payable to the cost auditor is required to be placed before the Members in the general
meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration
payable to M/s. MPR & Associates, Cost Accountants, is included in the Notice convening the Annual General
Meeting. The Company is maintaining cost records as specified by the Central Government under Section
148(1) ofthe Companies Act, 2013.

A Certificate from M/s. MPR & Associates, Cost Accountants, has been received to the effect that their
appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under
Section 141 ofthe Companies Act, 2013 and the Rules framed thereunder.

The Company will file the cost audit report for the Financial Year ended March 31, 2025, with the Central
Government before the due date.

44. Board's response on Auditor's qualification, Reservation or adverse Remark or disclaimer made.

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by
the Practicing Company Secretary in the Secretarial Audit Report for the year.

45. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors
have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees
to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be
mentioned in this Report.

46. Corporate Governance

The Company has a rich legacy of ethical governance practices and is committed to implement sound
corporate governance practices with a view to bring about transparency in its operations and maximize
shareholder value.

A Report on Corporate Governance along with a Certificate from the Independent Auditors of the Company
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part ofthe Annual Report.

47. Vigil Mechanism (Whistle Blower Policy)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's
Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors
and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code
of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail
ofthe mechanism and provides direct access to the Chairperson ofthe Audit Committee in exceptional cases. It
is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of
vigil mechanism is available on the Company's website i.e., https://www.avantel.in/investors

The Whistle Blower Policy aims to conduct affairs in a fair and transparent manner by adopting the highest
standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are
covered under the Whistle Blower Policy.

48. Insurance

All properties and insurable interests ofthe Company have been fully insured.

49. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the
roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in
governance. The Code of Conduct for Senior Management and Employees of the Company (the Code of
Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate
Governance Policies and the Code of Conduct are widely communicated across the Company at all times.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time
notified under Section 133 ofthe Companies Act, 2013, (the 'Act') and other relevant provisions ofthe Act.

The Company maintains all its records in the ERP (SAP) System and the workflow and approvals are routed
through ERP (SAP).

The Board of Directors of the Company have adopted various policies such as Related Party Transactions
Policy, Whistle Blower Policy, Corporate Social Responsibility Policy, Dissemination of material events
Policy, Documents preservation policy, Monitoring and Reporting of Trading by Insiders, Code of Internal
Procedures and conduct for Regulating, monitoring and reporting of trading by Insiders, Code of Practices and
Procedures for Fair Disclosures and such other procedures for ensuring the orderly and efficient conduct of its
business for safeguarding of its assets, the accuracy and completeness ofthe accounting records and the timely
preparation of reliable financial information.

The Company recognizes Internal Financial Controls cannot provide absolute assurance of achieving
financial, operational and compliance reporting objectives because of its inherent limitations. Also,
projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the
Internal Financial Control may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes
ensure that such systems are reinforced on an ongoing basis.

50. Names of Companies, which have become or ceased to be Company's Subsidiaries, Joint Ventures or
Associate Companies during the year

During the Financial Year, no Company has become or ceased to be Company's Subsidiary, Joint Venture or
Associate Company.

51. Change in the nature of business

There has been no change in the nature of business of the Company.

52. The details of significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in future

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would
impact the going concern status ofthe Company and its future operations.

53. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the Financial year, no application was made or any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

54. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which
occurred between the Financial Year ended March 31, 2025, to which the Financial Statements relate and the
date of signing of this report.

55. Employee Stock Options

During the Year, the Company has introduced the “Avantel Employees Stock Option Plan - 2023” (“ESOP
2025” or “Scheme”). The scheme has been approved by the Board of Directors at their meeting held on
October 9, 2023, and the Shareholders ofthe Company on November 11, 2023.

The objective of the Scheme is to reward the Employees for association, dedication and contribution to the
goals of the Company. The Company intends to use this Scheme to attract and retain key talents working with
the Company by way of rewarding their performance and motivate them to contribute to the overall corporate
growth and profitability. The Company prospects that Employee Stock Options as instruments that would
enable the Employees to get a share in the value, they create for the Company in the years to come.

The Scheme would result in grant of options not exceeding 45,00,000 equity shares of the Company. Each
option, when exercised, would be converted into one equity share of Rs.2/- each (Rupees Two Only) fully paid-
up. The quantum of benefits underlying the stock options issued to an eligible employee shall depend upon the
number of stock options held by the employee and the market price ofthe equity shares as on the date of sale.

During the year, employees of the Company exercised 14,66,240 Employee Stock Options, which were
subsequently converted into 14,66,240 equity shares.

During the year, a reserve was made towards the outstanding of Employee Stock Options (ESOPs) and
Employee Compensation Expenses (Share based payment expenses) for the year ended March 31, 2025, of
Rs.1,456.63 lakhs, which includes Employee Benefit expenses detailed in Note No.29 for standalone
financial statements and Note No.28 for consolidated financial statements.

The details of Employees Stock Option Scheme pursuant to Rule 12(9) of Companies (Share Capital and
Debentures) Rules, 2014 are provided as Annexure - 8 to this Report. Further, information pursuant to Section
62 of the Companies Act, 2013 read with Rules made thereunder and details of the Scheme as specified in Part
F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available
on Company's website and may be accessed at https://www.avantel.in/

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, and during the year under review there were no material changes in the
Scheme.

Certificate from M/s. P.S. Rao & Associates, Company Secretaries, Secretarial Auditors of your Company

confirming that the scheme has been implemented in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, forms part of the Corporate Governance Report and is also
placed on the website of your Company at https://www.avantel.in/investors.

The Nomination and Remuneration Committee at their meeting held on November 9, 2024, has approved an
amendment to Sub-clause 13.7 of Clause 13 under the Avantel Employees Stock Option Plan 2023. The
amended scheme is placed on the website of your Company at https://www.avantel.in/investors.

56. Business Responsibility and Sustainability Report

As per Regulation 34(2)(f) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the financial year ended
March 31,2025, forms part of this Annual Report and is annexed herewith as Annexure - 9.

57. Environment, Health and Safety

The Company has certified with the following Environmental Management Systems (EMS) and Occupational
Health and Safety (OH&S) Management System:

ISO 14001:2015 specifies the requirements for an environmental management system that an organization can
use to enhance its environmental performance. ISO 14001:2015 is intended for use by an organization seeking
to manage its environmental responsibilities in a systematic manner that contributes to the environmental
pillar of sustainability.

ISO 45001:2018 specifies requirements for an occupational health and safety (OH&S) management system,
and gives guidance for its use, to enable organizations to provide safe and healthy workplaces by preventing
work-related injury and ill health, as well as by proactively improving its OH&S performance.

58. Credit Rating

Acuite Ratings & Research Limited (“Acuite”), a Credit Rating Agency has upgraded its long-term rating to
'ACUITE A-' (read as ACUITE A minus) from 'ACUITE BBB ' (read as ACUITE triple B plus) and
short-term rating to 'ACUITE A2 ' (read as ACUITE A two plus) from 'ACUITE A2' (read as ACUITE A
two) on Rs.69.50 Cr bank facilities of Avantel Limited. Outlook is 'Stable'.

CARE Ratings Limited ('CARE Ratings'), a Credit Rating Agency has reaffirmed its long-term rating 'CARE
A-; Stable' (read as CARE A- minus; Stable) and short-term rating 'CARE A2 ' (read as CARE A two
plus) on Rs.70 Cr bank facilities of Avantel Limited. Outlook is 'Stable'.

59. Nomination and Remuneration Policy

In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable
remuneration to all Directors, Key Managerial Personnel (KMP) and Employees of the Company, to
harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the
provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to
time, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior
Management has been formulated.

Nomination and Remuneration policy of the Company forms part of this Annual Report as Annexure-10 and
the policy is also available on the Company's website https://www.avantel.in/investors.

60. Dividend Distribution Policy

The Company has adopted the Dividend Distribution Policy to determine the distribution of dividend in
accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the “Listing Regulations”). The Dividend Distribution Policy is available on the
Company's website, at https://www.avantel.in/investors.

61. Risk Management Policy

The Company has developed and implementing a risk management policy which includes the identification
therein of elements of risk, which in the opinion of the board may threaten the existence of the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews
and ensures the sustained effectiveness of internal financial controls by adopting a systematic approach to its
work. The details of the Committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report. The Risk Management Policy of your Company is posted on the website of
your Company and the web link is https://www.avantel.in/investors.

62. Human Resources

The Company believes that the quality of its employees is the key to its success and is committed to providing
necessary human resource development and training opportunities to equip employees with additional skills to
enable them to adapt to contemporary technological advancements.

Industrial relations during the year continued to be cordial and the Company is committed to maintain good
industrial relations through effective communication, meetings and negotiation.

63. Prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programs for its employees.

The following is a summary of sexual harassment complaints received and disposed off during the year:

64. Investor Education and Protection Fund (IEPF)

Pursuant to Section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not
claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are
liable to be transferred to IEPF. Members who have not encashed the dividend warrants / demand drafts so far
in respect of the unclaimed and unpaid dividends declared by the Company for the Financial Year 2017-18 and
thereafter, are requested to make their claim to M/s. KFIN Technologies Limited (Registrars & Share Transfer
Agents) well in advance of the last dates for claiming such unclaimed and unpaid dividends as specified
hereunder:

65. Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints
during the year.

66. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India.

67. Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct
for Prevention of Insider Trading. During the year, the Company has complied with the said code.

68. Acknowledgments

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business
Partners/Associates, Financial Institutions, Insurance Companies, Central and State Government
Departments for their continued support and encouragement to the Company. We are pleased to record our
appreciation ofthe sincere and dedicated services ofthe employees and workmen at all levels.

By order of the Board of Directors
For Avantel Limited

Sd/-

Abburi Vidyasagar

Place: Hyderabad Chairman & Managing Director

Date: April 26, 2025 ^{DIN: 00026524}