Your Directors are pleased to present the 15^th Annual Report on the business performance and operations of your Company together
with the Audited Financial Statements and the Auditor's Report for the financial year ended 31^st March, 2025. The consolidated
performance of the Company and its associates has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the Company for the period ended 31^st March, 2025 are as follows:

2. NATURE OF BUSINESS:

Advait Energy Transitions Limited, based in Ahmedabad,
is a pioneering company providing robust products and
end-to-end solutions for power transmission, substation,
and telecommunication infrastructure, with a strategic
focus on renewable energy since 2023.

Established in 2010, Advait specializes in a wide array of
services of Power Transmission such as manufacturing
& supply of Stringing Tools, Aluminium Clad Steel (ACS)
Wire, Optical Fiber Ground Wire (OPGW), Emergency
Restoration Systems (ERS Towers), Insulators and niche EPC
Services such as Live Line installations of OPGW, HTLS Re¬
conducting Projects & Turnkey Contracts in Distribution
segment under RDSS & System Improvement Schemes of
Government of India.

Notably, our commitment to pursue innovation and focus
on import substitution through manufacturing has led us
to foray into sustainability and New & Renewable Energy
business vertical, with strong vision and ambition we have
made our debut into the Solar EPC projects, Manufacturing
of Electrolysers and Assembly of Fuel Cells offering
complete solutions related to Green Hydrogen. Further,
we have also forayed our strong presence in Global
Carbon Markets by way of offering various Sustainability
related services like Carbon neutrality, consultancy and
developing tools for the same which completes entire eco
system of Renewable Energy.

We are Scaling up our business growth by adding new
industry complex at Gangand , Ahmedabad Dholera
Six Lane Highway for Approx 1,50,000 Sq meter area,
which likely to be operationalize by September 2026
through which we are enriching our business portfolio
through new our products like high-capacity conductors,
Electrolysers , Fuel cell and also expanding capacity of
OPGW & ERS. Apart from the above addition to business
through subsidiary, there was no change in the business of
the company during the year under review.

3. STATE OF COMPANIES AFFAIRS:

On a Standalone basis the total income for the financial
year 2024-25 under review was ' 30,284.06 Lakh as
against ' 20,992.08 Lakh for the previous financial year,
registering an increase of 44.26%. The profit before tax
from continuing operations including exceptional items
was ' 4,299.98 Lakh for the financial year 2024-25 under
review as against ' 2,875.21 Lakh for the previous financial
year, registering a growth of 49.54%. The profit after tax
from continuing operations including exceptional items
was ' 3,149.37 Lakh for the financial year 2024-25 under
review as against ' 2,133.46 Lakh for the previous financial
year, registering a growth of 47.62%.

On a Consolidated basis the total income for the financial
year 2024-25 under review was ' 40,646.01 Lakh as against
' 21,172.35 Lakh for the previous financial year, registering
an increase of 91.98%. The profit before tax from continuing

operations, including exceptional items, was ' 4,467.18
Lakh for the financial year 2024-25 under review as against
' 2,946.20 Lakh for the previous financial year registering
a growth of 51.63%. The profit after tax from continuing
operations including exceptional items was ' 3,205.35
Lakh for the financial year 2024-25 under review as against
' 2,187.99 Lakh for the previous financial year registering a
growth of 46.50%. The Company will continue to pursue
expansion in the domestic market, to achieve sustained
and profitable growth.

4. BUSINESS OUTLOOK:

Advait Energy Transitions Limited (AETL), one of India's
fastest-growing players in the power transmission and
clean energy sector, has announced a series of strategic
expansions that position the company at the forefront of
India's energy transition journey.

Building on its strong foundation in transmission
line infrastructure—with a robust portfolio of
conductors, OPGW cables, Emergency Restoration
Systems (ERS), and stringing tools—Advait is now
diversifying into Battery Energy Storage Systems
(BESS), Green Hydrogen technologies, and advanced
manufacturing facilities.

Key Growth Initiatives

• Battery Energy Storage Systems (BESS):

Advait has secured landmark projects including
a 50 MW / 100 MWh purchase agreement with
GUVNL and a 180 MW / 360 MWh EPC project at
Sanand, Gujarat.

• Conductor & Transmission Manufacturing:

A new state-of-the-art manufacturing plant is
being set up to enhance production capacity for
aluminium-clad steel conductors, OPGW, and
transmission tools, supporting India's self-reliance
and grid modernization initiatives.

• Green Hydrogen & Fuel Cells:

The company is entering the green hydrogen ecosystem
with a focus on electrolysers, fuel cells, and hydrogen
derivatives, offering end-to-end solutions in line with
the National Green Hydrogen Mission.

• Enhanced Infrastructure Services:

Advait continues to scale capacity in ERS systems,
stringing tools, solar EPC, microgrids, and carbon con¬
sultancy services, reinforcing its position as a one-stop
solutions provider.

A Vision for the Future

"Advait is not just building infrastructure—we are building
the foundation for a cleaner, more resilient, and sustainable
energy future for India. Our diversified portfolio across
transmission, storage, and green hydrogen ensures that
we remain aligned with both national priorities and global
clean energy trends."

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the
financial year and date of this report. There has been no change in the nature of business of the Company.

6. DIVIDEND:

The Board of Directors in their meeting held on May 12, 2025 has recommended a final dividend of ? 1.75/- (Rupees One and
Seventy - Five paisa only) per equity share i.e. 17.50% of face value of ? 10/- (Rupees Ten) each fully paid-up of the Company for
the financial year 2024-25, subject to approval of members at the ensuing 15^th Annual General Meeting ("AGM") and shall be
subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy.

Pursuant to Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Board had formulated a Dividend Distribution Policy ("the
Policy"). The Policy is available on the Company's website URL at https://www.advaitgroup.co.in/wp-content/uploads/2025/02/
Dividend-Distribution-Policy.pdf

7. RESERVES

Your Directors do not propose to transfer any amount to any reserve for the financial year 2024-25.

8. CHANGES IN SHARE CAPITAL OF THE COMPANY:

There was no change in the authorised share capital of the Company during the financial year under review.

During the year under report, there was a change in the issued, subscribed and paid-up capital of the Company. Issued, subscribed
and paid-up capital of the Company as on March 31, 2025 is ' 10,81,98,540/- divided into 1,08,19,854 equity shares of ' 10/- each.

The changes in the issued, subscribed and paid-up capital of the Company during the year and till the date of the
report is as follows:

*The Change in Share Capital stated in point no. 5 to 7 above are pursuant to allotments post closure of Financial year i.e. March 31, 2025, till
the date of this report.

9. PUBLIC DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposits from the Public and as such, there was no amount
outstanding towards repayment of principal or payment of interest as on the date of the balance sheet.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund Rules), 2016 ('the IEPF Rules'), during the year under review, no amount of Unclaimed dividend and corresponding
equity shares were due to be transferred to IEPF account.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

a) Changes in Directors and KMP

During the financial year under review, in accordance with the provisions of the Act and the rules made thereunder, the
following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Sujit Gulati (DIN: 00177274) was appointed as an Independent Director of the Company for a period of three years
commencing from July 31, 2024, as approved by the Shareholders at the preceding Annual General Meeting held on
September 30, 2024. However, he resigned from the post of Directorship with effect from February 1,2025.

2. Mr. Bajrangprasad Maheshwari (DIN: 06571660) was re-appointed for a second term of 3 (three) years as an
Independent Director of the Company from August 1,2024, as approved by the Shareholders at the preceding Annual
General Meeting held on September 30, 2024.

3. Mr. Pramod Kumar Rai (DIN: 02726427) was re-appointed as Director who was retiring by rotation at the preceding
Annual General Meeting held on September 30, 2024.

4. Mr. Shalin Sheth (DIN: 02911544) was re-appointed as Managing Director for a further term of 3 years w.e.f. August 1,
2024 till July 31, 2027, liable to retire by rotation as approved by the Shareholders at the preceding Annual General
Meeting held on September 30, 2024.

5. Ms. Rejal Sheth (DIN: 02911576) was re-appointed as Whole-time Director for a further term of 3 years w.e.f. August 1,
2024 till July 31, 2027, liable to retire by rotation as approved by the Shareholders at the preceding Annual General
Meeting held on September 30, 2024.

6. Ms. Daisy Mehta ceased to be Company Secretary and Compliance Officer of the Company with effect from the close
of business hours of the Company on August 14, 2024.

7. Ms. Deepa Fernandes was appointed as a Company Secretary and Compliance Officer of the Company with
effect from September 5, 2024.

b) Composition of Board of Directors and KMP's

Board of Directors

As on March 31,2025, the Board of Directors of the Company comprised of 7 (Seven) Directors, including 1 (one) Managing

Director, 1 (one) Whole-time Director, 2 (Two) Non-Executive & Non-Independent Directors, and 3 (Three) Independent

Directors (including one Independent Women Directors) as detailed hereunder: ¹

The brief details of the familiarization
programme are put up on the website of the
Company at Familiarization-Programme-
Report-2025-26 https://www.advaitgroup.co.in/
investors/policies-programme/

c) Directors Liable to retire by Rotation

In accordance with provisions of the Act and
the Articles of Association of the Company,
Mr. Shalin Sheth, Managing Director (DIN: 02911544)
is liable to retire by rotation at this AGM and is
eligible for re-appointment. The disclosures required
pursuant to Regulation 36 of the Listing Regulations
and the Secretarial Standards on General Meeting
("SS-2") are given in the Notice of AGM, forming part
of the Annual Report.

d) Performance Evaluation

The Board adopted a formal mechanism for
evaluating its performance, as well as that of its
Committees and individual Directors, including the
Chairperson of the Board.

In accordance with the manner of evaluation specified
by the Nomination & Remuneration Committee, the
Board carried out annual performance evaluation
of the Board, its Committees and Individual
Directors. The Independent Directors carried out
annual performance evaluation of the Chairman,
the Non-Independent Directors and the Board
as a whole. The performance of each Committee
was evaluated by the Board based on the report of
evaluation received from the respective Committees.
A consolidated report on performance evaluation
was shared with the Chairman of the Board for his
review and giving feedback to each Director.

e) Number of meetings of the Board of Directors

During the financial year under review, 9 (nine)
meetings of the Board of Directors were held on
April 15, 2024; May 30, 2024; July 4, 2024; July 11, 2024;
July 31, 2024; August 12, 2024; September 5, 2024;
November 14, 2024 and February 12, 2025.

The intervening gap between the Meetings was not
more than the specified period of 120 (One hundred
and twenty) days as specified in the Act and Listing
Regulations. The number of Meetings of the Board
that each Director attended is provided in the report

on Corporate Governance, annexed to, and forming
part of, this Annual Report. The requisite quorum was
present during all such meetings.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your
Board of Directors confirm, to the best of their knowledge
and ability, that:

i. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards read with the requirements set
out under Schedule III to the Act, have been followed
and there are no material departures from the same;

ii. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as of March 31,2025, and of the Profit of the
Company for the year ended on that date;

iii. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have prepared the annual accounts on a
going concern basis;

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

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

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations", is presented in a separate section, forming
part of the Annual Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintain the standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company
in pursuance of the SEBI Listing Regulations forms part
of the Annual Report of the Company. The requisite
Certificate from Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance
as stipulated under the SEBI Listing Regulations is enclosed
to the Corporate Governance Report.

15. COMMITTEES OF THE BOARD

The Board of Directors of your Company has formed
various Committees to effectively discharge its functions
and responsibilities in compliance with the requirements
of applicable laws and as a part of the best corporate
governance practices. The terms of reference and the
constitution of those Committees are in compliance
with the applicable laws. The Committees of the
Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

The details with respect to the composition, roles, terms
of reference, etc. of the aforesaid committees are given in
detail in the "Corporate Governance Report" which forms
part of this Report. The dates on which meetings of Board
Committees were held during the financial year under
review, along with the number of meetings attended by
the respective Committee members, are also disclosed in
the "Corporate Governance Report".

The minutes of the Meetings of all Committees are
circulated to the Board for its noting. During the year, all
recommendations of the Committees of the Board were
accepted by the Board.

16. FINANCIAL STATEMENT AS PER THE INDIAN
ACCOUNTING STANDARD (IND- AS)

The audited Standalone and Consolidated Financial
Statements of the Company for the year ended on 31^st
March, 2025, which form a part of this Annual Report,
have been prepared in accordance with the provisions of
the Companies Act, 2013, Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing
Regulations') and the Indian Accounting Standards.

17. CREDIT RATING

The Company's financial discipline and prudence is
reflected in the better and good credit ratings ascribed by
rating agency. The details of credit ratings are disclosed
in the Corporate Governance Report, which forms part of
the Annual Report.

18. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE
COMPANIES:

Subsidiary -

During the year under review, companies / entities listed
in Annexure 1 to this Report have become and / or ceased
to be subsidiary, joint venture or associate of the Company

A statement providing details of performance and salient
features of the financial statements of subsidiaries/
associates/jointly controlled entities, as per Section 129(3)
of the Act in Form AOC-1, is provided as Annexure 2
to this report.

The audited financial statement including the
consolidated financial statement of the Company and
all other documents required to be attached thereto is
put up on the Company's website and can be accessed
at Financial Results Outcome (https://www.advaitgroup.
co.in/investors/financial-results/)

The financial statements of the subsidiaries, as required,
are available on the Company's website and can be
accessed at https://www.advaitgroup.co.in/investors/
general-meetings/

Material Subsidiary -

The Company has formulated a policy on identification of
material subsidiary in line with Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is placed on the Company's
website. Accordingly, on March 31, 2025, there is no
material subsidiary of the Company.

On March 31, 2025, the Company has 4 subsidiaries and
there has been no material change in the nature of the
business of the subsidiaries.

On the basis of Financials Statements of March 31, 2025,
Advait Greenergy Private Limited shall be considered
as Material subsidiary of the Company from
financial year 2025-26.

Notes On Subsidiary

The following may be read in conjunction with the
Consolidated Financial Statements of your Company
prepared in accordance with Indian Accounting Standard
AS110 Shareholders desirous of obtaining the Report and
Accounts of your Company's subsidiaries may obtain the
same upon request. Further, the Report and Accounts of the
subsidiary companies is also available under the 'Investor
Relations' section of your Company's website, https://
www.advaitgroup.co.in/investors/general-meetings/ in a
downloadable format.

Joint Ventures and Associates:

As on March 31, 2025, the Company has the One Associate
Company named TG Advait India Private Limited with a
holding of 33.50% of Equity Shares.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company recognizes the importance of giving back
to society and is committed to conducting its business
in a socially responsible manner. Our CSR initiatives
focus on making a positive impact in areas such as
education, healthcare, environmental sustainability, and
community development.

The Company understands the vital role it plays in
supporting the communities where it operates. We are
committed to running our business responsibly while
contributing positively to society. Our CSR efforts are
aimed at making a real difference in key areas such as
education, healthcare, environmental conservation, and
community welfare. Through these initiatives, we strive

to promote sustainable development and improve the
quality of life for people in our surrounding communities.
We believe that by investing in these areas, we not only
help build stronger communities but also create a more
sustainable future for generations to come. The Company
continuously evaluates and enhances its CSR activities to
ensure they align with the needs of society and make a
meaningful impact.

In compliance with section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Company has adopted a CSR
Policy, which is available at https://www.advaitgroup.
co.in/wp-content/uploads/2025/02/Corporate-Social-
Responsibility-Policy-Revsied-Adopted-in-2022.pdf

The Annual Report on CSR expenditures for the FY
2024-25 is annexed herewith and forms part of this
report as Annexure 3.

Your Company has formed the Corporate Social
Responsibility ("CSR") Committee as per the requirement
of the Act. The details of Composition of CSR Committee
are covered in the "Corporate Governance Report" which
forms part of this Report.

The entire amount earmarked for CSR expenditure during
the year under review has been fully contributed and
effectively utilized towards CSR initiatives

20. AUDITORS AND AUDITOR'S REPORTS
Statutory Auditors

M/s V. Goswami & Co., Chartered Accountants, (Firm
Registration No. 0128769W), Chartered Accountants, were
re-appointed as the Statutory Auditors at the Tenth Annual
General Meeting of the Company held on August 27, 2020,
for a term of five years and accordingly will complete their
first term on conclusion of the ensuing Fifteenth Annual
General Meeting of the Company.

The Board has recommended the appointment of M/s V.
Goswami & Co., Chartered Accountants, (Firm Registration
No. 0128769W), as Auditors of the Company, for a period
of five years from the conclusion of the ensuing Fifteenth
(15^th) Annual General Meeting till the conclusion of the
Twentieth (20^th) Annual General Meeting of the Company.
M/s V. Goswami & Co., have confirmed their eligibility and
qualification required under the Act for holding the office
as Statutory Auditors of the Company.

Auditor's Report

The Statutory Auditors of the Company have submitted
Auditor's Report on the financial statements of the
Company for the financials year ended 31^st March, 2025
along with financial of the Company forms integral part
of this Report and is presented in a separate section
forming part of the Annual Report. The Auditor's Report
for the financial year 2024-25 does not contain any adverse
remarks, qualifications or reservations or disclaimers,
which require explanations/ comments by the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act,
the Board of Directors of the Company reappointed
M/s. RPSS and Co., Practicing Company Secretaries, to
conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report issued by the M/s. RPSS and Co.,
Practicing Company Secretaries, in Form MR-3 is annexed
as Annexure 4 to this Report.

The report of Secretarial Auditors does not contain any
qualification, reservation, adverse remark or disclaimer.

Pursuant to the amended provisions of Regulation 24A
of the Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, ("the
Rules") the Audit Committee and the Board of Directors
have approved and recommended the appointment
of M/s. RPSS and Co., a Peer Reviewed Firm of Company
Secretaries in Practice (Firm Registration Number:
P2019GJ076200) as Secretarial Auditors of the Company,
for a term of upto 5 (Five) consecutive years from financial
year 2025-26 to financial year 2030-31, subject to approval
of the Members at ensuing AGM.

A brief resume and other details of M/s. RPSS and Co.,
Company Secretaries in Practice, are separately disclosed
in the Notice of the ensuing AGM. M/s. RPSS and Co.,
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 & the Rules made thereunder and the
Listing 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 Listing Regulations
and satisfy the prescribed eligibility criteria.

Cost Auditor

The Cost audit is not applicable on the Company for the
financial year 2024-25, hence the Cost Auditor of the
Company, M/s Dalwadi & Associates, Cost Accountants,
resigned w.e.f. March 24, 2025. Accordingly no cost records
were audited during the financial year 2024-25.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014, M/s BDO India LLP, Chartered Accountants
are the Internal Auditors of the Company for the
Financial year 2024-25.

M/s Nautam R. Vakil & Co., Chartered Accountants
are the Internal Auditors of the Company for the
Financial year 2025-26.

The Internal Audit Reports were reviewed by the Audit
Committee, every quarter, and follow- up measures were

taken by the relevant teams and committees of the Board,
wherever necessary.

Reporting of Frauds, if any, by Auditors

During the year under review, none of the Auditors have
reported any instance of fraud committed against the
Company by its officers or employees, details of which
need to be mentioned under the provisions of Section
143(12) of the Act.

21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act,2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended from time to time is given in the

"Annexure 5" forming part of this report

22. POLICIES, FRAMEWORK AND CONTROL

a) RISK MANAGEMENT

The Company has established a robust risk
management framework that is integrated with its
overall governance structure and decision-making
processes. This framework is designed to identify,
assess, and manage a wide range of risks—strategic,
operational, financial, legal, and environmental—that
could potentially impact the Company's performance
and objectives.

While the Company does not have a separate
Risk Management Committee, risk management
responsibilities are embedded across various
functions and are overseen by senior management.
The Board of Directors is kept informed of key risks
and the steps being taken to mitigate them through
regular reviews and discussions.

Risk assessment is an ongoing process, and the
Company regularly evaluates both internal and
external factors such as changes in market dynamics,
regulatory developments, cybersecurity threats,
supply chain disruptions, and macroeconomic
conditions. The management team ensures that
appropriate mitigation plans, internal controls,
and standard operating procedures are in place to
address such risks effectively.

During the financial year, no material risks were
identified that would pose a threat to the existence
or long-term sustainability of the Company.
However, the Company remains vigilant and
committed to strengthening its risk management
practices by adopting industry best practices,
leveraging technology, and fostering a risk-aware
culture across the organization.

The Policy is available for at the Website of the Company
at https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Risk-Management-Policy.pdf.

b) VIGIL MECHANISM/ WHISTLEBLOWER POLICY
AND FRAUD

In accordance with sub-section (9) and (10) of
Section 177 of the Act and Regulation 22 of the
Listing Regulations, the Company has in place a
Vigil Mechanism (Whistle Blower Policy) to enable
Directors and employees to report concerns about
unethical behavior, actual or suspected fraud,
or violation of the Company's Code of Conduct.
The mechanism provides for adequate safeguards
against victimization of persons who use such
mechanism and makes provision for direct access
to the Chairperson of the Audit Committee in
appropriate cases.

The Whistleblower policy of the Company can
be accessed on website of the Company at
https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Vigil-Mechanism-Policy.pdf

During the financial year ended
March 31, 2025, the Company has not received any
whistleblower complaint.

c) NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee
of the Board has devised a policy for selection
and appointment of Directors, Key Managerial
Personnel and Senior Management Employees
and their Remuneration. The Committee
has formulated the criteria for determining
qualifications, positive attributes and
independence of a Director (including
Independent Directors) and other matters in
accordance with the provisions of sub-section
(3) of Section 178 of the Act, and Regulation 19
read with Part D of Schedule II of the Listing
Regulations., which has been displayed on the
Company's website https://www.advaitgroup.
co.in/wp-content/uploads/2025/02/2.-Criteria-
for-payments-to-NED.pdf.

The skills, expertise and competencies of the Directors
as identified by the Board, along with those available
in the present mix of the Directors of your Company,
are provided in the 'Report on Corporate Governance'
forming part of the Report and Accounts.

The Company has in place a policy relating to
the remuneration of the Directors, KMP and
other employees of the Company. The policy
is available on the website of the Company at
https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Remuneration-Policy.pdf

d) INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of
the risk management process, addressing financial
risks and financial reporting risks. The Board has
adopted policies and procedures for ensuring
the orderly and efficient conduct of its business,

including adherence to the Company's policies,
the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial
controls is obtained through management reviews,
continuous monitoring by functional experts and
testing of the internal financial control systems by the
Internal Auditors during the course of their audits.
We believe that these systems provide reasonable
assurance that our internal financial controls are
designed effectively considering the nature of our
industry and are operating as intended. During the
year, such controls were tested and no reportable
material weakness in the design or operation of such
systems was observed.

23. DISCLOSURES

a) PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

All the arrangements or transactions entered
by the Company during the financial year with
related parties were on an arm's length basis and
in the ordinary course of business. All related party
transactions are placed for approval before the Audit
Committee and also before the Board wherever
necessary in compliance with the provisions of the
Act and Listing Regulations.

Details of the related party transactions are forming
part of the standalone financial statements.
Members may refer Note 44 to the Standalone
Financial Statements which sets out related party
disclosures pursuant to Ind AS.

During the financial year 2024-25, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company
other than sitting fees and reimbursement of
expenses, as applicable.

Pursuant to the Listing Regulations, the Resolution for
seeking approval of the Members on material related
party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the
Listing Regulations, the Company has formulated
policy on RPTs and is available on Company's
website URL at https://www.advaitgroup.co.in/
wp-content/uploads/2025/02/Related-Party-
transactions-policy.pdf

b) PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE AND GUARANTEES
GIVEN

During the year, the particulars of loans given,
investments made, guarantees given and securities
as per the provisions of the Section 186 of the Act
during the year along with the purpose are provided
in the Notes to the Standalone Financial Statements.

c) PARTICULARS OF EMPLOYEES:

Disclosures concerning the remuneration of
Di rectors, KM Ps and employees as per Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure
6 to this Report. Your Directors affirm that the
remuneration paid to Directors, KMPs and employees
is as per the Nomination and Remuneration Policy
of the Company.

In terms of the provision of Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing
the names of the top ten employees in terms of
remuneration drawn and name and other particulars
of the employee drawing remuneration in excess of
the limit set out in the said rules forms part of the
same Annexure 6.

d) DETAILS OF EMPLOYEE STOCK OPTION
SCHEME

The Company had approved Advait Infratech
Limited - Employees Stock Option Scheme 2022 (AIL
ESOP 2022) in the Annual General meeting held on
June 28, 2022. Further, the Company has revised the
said scheme with the approval of shareholders vide
postal ballot passed on March 30, 2023 with respect
to its implementation from secondary market Route
to Primary Route.

A total of 2,00,000 options were available for grant
to the eligible employees of the Company, its
subsidiaries and Associates. During the financial year,
the Company granted 10,523 stock options to eligible
employees of the Company and/or its subsidiary and
Associates Company. Further, the Company allotted
7653 equity shares of ? 10 each to eligible employees
pursuant to the exercise of options under the Scheme.

The Scheme is in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
('SEBI (SBEB) Regulations') and other applicable
laws. The Scheme is available on the website of
the Company at https://www.advaitgroup.co.in/
investors/esop-scheme-2022/

The disclosures required to be made under rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the SEBI (SBEB)
Regulations relating to Employees Stock Option
Scheme is available on the website of the Company
at https://www.advaitgroup.co.in/investors/

esops-disclosure/

Voting rights on the shares, if any, as may be issued
to employees under the Plans are to be exercised
by them directly or through their appointed proxy,

hence, the disclosure stipulated under Section 67(3)
of the Companies Act, 2013, is not applicable.

There is no material change in the AIL ESOP 2022 and
the same is in compliance with the SEBI Regulations,
as amended from time to time.

The Company has received a certificate from its
Secretarial Auditor certifying that the Scheme has
been implemented in accordance with the SEBI (SBEB)
Regulations. The certificate would be placed at the
ensuing 15^th Annual General Meeting for inspection
by the members.

e) STATEMENT OF DEVIATION OR VARIATION IN
CONNECTION WITH PREFERENTIAL ISSUE.

The details of utilisation of amount for the
Preferential allotments done by the Company during
the Financial Year 2024-25, as reviewed by Audit
Committee quarterly is available on the website of
the Company at https://www.advaitgroup.co.in/
wp-content/uploads/2025/02/AETL Statement-
of-Deviation s.pdf

f) EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed
on the website of the Company pursuant to the
provisions of Section 92(3) read with Rule 12 of the
Companies (Management and Administration)
Rules 2014, the web link of the same is at https://
www.advaitgroup.co.in/investors/annual-reports/

g) DISCLOSURE UNDER THE SEXUAL
HARRASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.

As per the requirements of the Sexual Harassment
of women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made thereunder,
your Company has constituted Internal Complaints
Committee (ICC) which is responsible for redressal of
complaints related to sexual harassment. All women
employees (permanent, temporary, contractual and
trainees) are covered under this policy, and it has been
circulated amongst the employees of the Company
and the same is exhibited on the notice board of all
the business locations/ divisions of the Company.
During the year under review, no complaints were
received under the aforesaid Act.

h) COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has ensured compliance with the
provisions of Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government
under section 118(10) of the Companies Act,2013.

i) DETAILS OF SHARES IN DEMAT / UNCLAIMED
SUSPENSE ACCOUNT

The Company does not have any shares in the Demat
suspense account or unclaimed suspense account.

j) CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer
Compliance Certificate as stipulated under Regulation
17(8) of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements)
forms part of Corporate Governance Report.

k) CODE OF CONDUCT

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all employees in the course of day to day
business operations of the Company.

The Company believes in "Zero Tolerance" against
bribery, corruption and unethical dealings /
behaviours of any form and the Board has laid
down the directives to counter such acts. The Code
has been uploaded on the Company's website
at https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Code-of-Conduct-and-Terms-and-
Condition-of-Independent-Director-Policy.pdf

The Code lays down the standard procedure of
business conduct which is expected to be followed
by the Directors and the designated employees in
their business dealings and in particular on matters
relating to integrity in the work place, in business
practices and in dealing with stakeholders.

The Code gives guidance through examples on the
expected behaviour from an employee in a given
situation and the reporting structure. All the Board
Members and the Senior Management personnel
have confirmed compliance with the Code.
All Management Staff were given appropriate
training in this regard.

24. GENERAL

The Board of Directors state that no disclosure or reporting
is required in respect of the following matters as there
were no transactions or applicability pertaining to these
matters during the year under review:

a) Details relating to deposits covered under
Chapter V of the Act.

b) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c) Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and Company's
operations in future.

d) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the
Company.

e) Scheme of provision of money for the purchase of
its own shares by employees or by trustees for the
benefit of employees.

f) Payment of remuneration or commission from any of
its holding or subsidiary companies to the Managing
Director of the Company.

g) Change in the nature of business of the Company

h) Instances of transferring the funds to the Investor
Education and Protection Fund.

i) Issue of debentures / bonds / any other convertible
securities.

j) Details ofany application filed for corporate insolvency
under Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016.

k) Instance of one-time settlement with any Bank or
Financial Institution.

25. HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety
culture. We have implemented work safety measures and
standards to ensure healthy and safe working conditions
for all the employees, visitors and customers. The Company
has complied with all the applicable health, safety and
environmental protection laws to the extent applicable.

26. DISCLOSURE OF AGREEMENTS

There is no agreement impacting management or control
of the Company or imposing any restriction or create
any liability upon the Company. Hence, no disclosure
is required under clause 5A of paragraph A of Part A of
Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

27. ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere gratitude
to all stakeholders, including shareholders, customers,
suppliers, bankers, business partners, and regulatory
authorities, for their continued support and trust in the
Company. The Board also places on record its appreciation
for the dedication, commitment, and hard work of the
Company's employees at all levels. Their efforts have been
instrumental in navigating challenges and driving the
Company forward. The Board remains confident that with
collective efforts, the Company will continue to grow and
create long-term value for all its stakeholders.

For & on behalf of the Board of Directors

Sd/- Sd/-

Shalin Sheth Rejal Sheth

Place : Ahmedabad Managing Director Whole time Director &CFO

Date : August 5, 2025 DIN: 02911544 DIN: 02911576

1

Mr. Sujit Gulati (DIN: 00177274) was appointed as Independent Director w.e.f. July 31, 2024. However, he resigned
from the post of Directorship w.e.f. February 1, 2025.

• Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions
of the Act, the Board of Directors appointed Mr. Tejpalsingh Bisht (DIN: 02170301) as an Additional Director of the
Company effective August 5, 2025.

Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing
Regulations, Mr. Tejpalsingh Bisht (DIN: 02170301) was appointed as Non-Executive, Independent Director of the Company,
not liable to retire by rotation, for a term of three years commencing from August 5, 2025 to August 4, 2028.

In the opinion of the Board, Mr. Tejpalsingh Bisht is a person of integrity and fulfils requisite conditions as per applicable
laws and is independent of the management of the Company.

The details of the Board and committee positions, tenure of Directors, areas of expertise and other details have been
disclosed in the Corporate Governance Report, which forms part of this report, and is also available on the Company's
website at https://www.advaitgroup.co.in/management/

The composition of the Board of the Company is in accordance with Section 149(4) of the Act and Regulation 17 of the
Listing Regulations.