Your Directors have the pleasure of presenting the 20th Annual Report of AVI ANSH TEXTILE LIMITED (Formerly knownas AVI ANSH TEXTILE PRIVATE LIMITED) ogether with the Audited
Financial Statements for the financial year ended March 31, 2025.
A summary of the Company's financial performance for the financial year ended March 31, 2025 is summarised below:
(Amount in lakhs)
Particulars
For the Year ended31-Mar-2025
For the Year ended31-Mar-2024
Income
13424.32
14138.87
Other Income
38.72
75.79
Total Revenue
13463.04
14214.65
Total Expenses
13219.44
13771.00
Profit/(Loss) Tax
243.59
443.65
Current Tax
68.77
116.07
Deferred Tax
(4.78)
(3.76)
Net Profit
179.60
331.35
Less: Appropriation
0
Transferred to Reserve
Transferred to Profit & Loss Account
Note: The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally acceptedin India as specified under Sections 129 and 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amendedand other relevant provisions of the Act.
During the financial year under review, Sales revenue of the Company decreased by 5.05% to Rs. 13424.32 Lakhs as comparedto Rs. 14138.87 Lakhs in the Previous Financial Year. Total Expenses has been decreased to Rs. 13219.44 Lakhs as compared toRs. 13771.00 Lakhs as compared to previous financial year.
The Audited Financial Statements for the financial year ended March 31, 2025, have been prepared on accrual basis under thehistorical cost convention & ongoing concern basis in accordance with Generally accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 and other recognizedaccounting practices and policies to the extent applicable.
During the financial year, the Board of Directors does not recommend any dividend for the year 2024-25. Since there was nounpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 also do notapply. Further, no amount from current profit is proposed to be carried to general reserves.
During the period under review, there was no change in the nature of the business of the Company.
During the year under review, Company successfully completed its Initial Public Offer (IPO). The Company has raised Rs.2599.04 lakhs in its Initial Public Offering by issuance of 41,92,000 Equity Shares of Rs. 10/- each at premium of Rs. 52/- pershare. The Equity Shares of the company is listed on EMERGE platform of National Stock Exchange (NSE) w.e.f. September27, 2024.
Consequent to the above issue, the paid-up share capital of the Company increased from Rs. 9,78,49,300/- (Rupees NineCrores Seventy Eight Lakh Forty Nine Thousand Three Hundred Only) divided into 97,84,930 (Ninety Seven Lakh EightyFour Thousand Nine Hundred Thirty) Equity Shares of Rs. 10/- (Rupee Ten Only) each to Rs. 13,97,69,300 (Rupees ThirteenCrores Ninety Seven Lakhs Sixty Nine Thousand Three Hundred Only) divided into 1,39,76,930 (One Crores Thirty Nine LakhsSeventy Six Thousand Nine Hundred Thirty) equity shares of Rs. 10/- (Rupees Ten Only) each.
Further, during the year under review, there was no change in the Authorised Share Capital of the Company and as on March31, 2025, Authorised Share Capital of the Company stood at Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) divided into1,40,00,000 (One Crores Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
The Company has an optimum combination of executive and non-executive directors, including independent directors anda woman director. The existing composition of the Board is fully in conformity with the provisions of the Companies Act,2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutorymodification(s)/ amendment(s) thereof, for the time being in force.
The Company's Board of Directors as on March 31, 2025 consists of four (4) directors and out of them, two (2) are Non-ExecutiveIndependent Directors, one (1) is Non-Executive Non-Independent Director and one (1) is Executive Director.
Sh. Anil Kumar Jain is the Managing Director, Smt. Geeta Jain is the Non Executive - Non-Independent Director, Sh. VinayBansal & Sh. Brij Mohan Sharma are the Independent Directors of the Company.
All the Independent Directors continue to meets / fulfils the criteria / conditions of Independence as prescribed under theCompanies Act, 2013 and Listing Regulations and are Independent of the management of the Company. The Board is of theopinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and theyhold highest standards of integrity.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of themcontinue to meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair orimpact their ability to discharge their duties with an objective of independent judgment and without any external influence.
During the period under review, none of the Non-Executive Directors of the Company had any pecuniary transactions withthe Company, apart from sitting fees paid to Non-Executive Directors for attending the meetings of the Board of Directors/Committees, as and when it happens and none of the Directors are disqualified/debarred under the applicable provisions ofthe Act and Securities and Exchange Board of India.
Pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013, one-third of Directors are liable to retireby rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual GeneralMeeting (AGM). Consequently, Smt Geeta Jain (DIN: 00153074) retires by rotation at the ensuing Annual General Meetingand being eligible, has offered herself for re-appointment. A resolution seeking shareholders' approval for her re-appointmentforms part of the notice of Annual General Meeting.
None of the director ceased during the period under the review.
As per the requirement under the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ('KMP')of the Company as on the date of this report:
I. Mr. Anil Kumar Jain (Managing Director)
II. Mr. Avi Jain (Chief Executive Officer)
III. Mrs. Akanksha Jain(Chief Financial Officer); and
IV. Mrs Isha -Company Secretary and Compliance Officer.
During the period under review, there was no changes in the Key Managerial Personnel's of the Company.
There have been no material changes and commitments affecting the financial position of the Company, which have occurredbetween the end of the financial year of the Company to which the financial statements relate and the date of the report.
During the year under review, your Company has neither accepted nor renewed any deposits from the public in terms ofprovisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
The Company's properties including building, plant and machinery, stocks, stores, etc., have been adequately insuredagainst major risks.
The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given innotes to the Financial Statements of the Company for the financial year ended March 31, 2025.
During the year under review, no significant and material order has been passed by the regulators, courts, tribunals impactingthe going concern status and Company's operations in future.
The Company has Policies on Related Party Transaction and Determining Materiality of Related Party Transactions dulyapproved by the Board. The Policy provide a framework for identification of related parties, necessary approvals by the AuditCommittee/ Board, reporting and disclosure requirements in compliance with the requirements of the Companies Act, 2013and SEBI Listing Regulations.
During the period under review, all related party transactions that were entered into were on an arm's length basis and were inthe ordinary course of business and as per the Related Party Transaction's Policy of the Company and in compliance with theprovisions of the Companies Act, 2013 and Listing Regulations. There were no materially significant related party transactionsby the Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with theinterests of the Company at large.
As all the transactions with Related Parties were on arm's length basis, hence, disclosure in Form AOC-2 in terms of Section134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith in'Annexure-I'. Moreover, the disclosure of transactions as per Accounting Standard -18 are given in notes to the Balance Sheetas on 31st March, 2025.
The policy on dealing with Related Party Transactions can be accessed on the website of the Company at www.avianshgroup.com.
In compliance with the requirement of the Act, your Company has put in place Risk Management Policy and periodicallyidentified risks and taken appropriate steps for their mitigation. The main objective of the policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associatedwith the business.
At present, there is no element of risk, which may threaten the existence of the Company.
In compliance to Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted aWhistle Blower Policy for its employees and Directors to report concerns about unethical behaviour, actual & suspected fraudsetc. The Policy provides adequate safeguard against victimization to the Whistle Blower and enables them to raise concerns andprovides an option of direct access to the Chairman of Audit Committee.
The Audit Committee of the Company oversees the functioning of the Whistle Blower Policy/ Vigil Mechanism and reviewsthe findings, if any. Further, during the period under review, no complaint was received by the Company under the vigilmechanism during the period under review.
The Whistle Blower Policy can be accessed on the website of the Company at www.avianshgroup.com.
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuantto Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is enclosed as ' Annexure-II' and forms part ofthis Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1), (2)and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Reportas 'Annexure-III'.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted thefollowing committees:
(i) Audit Committee
(ii) Stakeholder's Relationship Committee
(iii) Nomination and Remuneration Committee
The details of the composition of the Committees, meetings held, attendance of Committee Members at such meetings andother relevant details are provided in 'Report on Corporate Governance' that forms part of this Annual Report. Further, duringthe year under review, all recommendations made by the Committees have been accepted by the Board.
Further, the NRC policy of the Company is available on the website of the Company at www.avianshgroup.com
Pursuant to Section 134(3)(c) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the followingin respect of the Audited Financial Statements for the financial year ended March 31, 2025:
(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) that the directors had selected such accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the directors had prepared annual accounts for the financial year ended March 31, 2025 on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operatingeffectively; and
(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of theSEBI Listing Regulations for the financial year under review is annexed and forms part of this Report.
As a listed Company, necessary measures are taken to comply with the listing regulations with the Stock Exchanges. Westrive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all themandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation. The"Report on Corporate Governance" forms an integral part of this report and is set out as separate section to this annual report.A certificate from M/s. Neeraj Arora & Associates, Practicing Company Secretaries certifying compliance with the conditionsof corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporategovernance.
The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibitionand Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection toemployees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidentalthereto, with the objective of providing a safe working environment, where employees feel secure. The Company believes inproviding safe working place for the Women in the Company and adequate protection are given for them to carry out theirduties without fear or favour.
To comply with the provisions of Section 134 of the Act and rules made thereunder, your Company has complied with theprovisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaints were received or remained pending for disposal under the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no complaints were pending at thecommencement of the year.
Pursuant to the provisions of Section 92(3) of the Act and rules framed thereunder, the Annual Return for the financialyear ended March 31, 2025 is available on the website of the Company and can be accessed through the web link: https://avianshgroup.com/uploads/investor/2024-2025.pdf
As on March 31, 2025, the Company does not have any Holding or Subsidiary or Joint Venture or Associate Company. Therefore,AOC-1 is not applicable to the Company.
The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015. This code is applicable to Designated Persons of the Company. The coderequires pre-clearance for dealing in the Company's shares in certain cases and prohibits the dealing in the Company's sharesby the Designated Persons while in possession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed.
The code of conduct for prevention of insider trading is disclosed in the website of the Company and can be assessed at www.avianshgroup.com
The Company has convened Eight (8) meetings of the Board of Directors during the financial year ended March 31, 2025. Themeetings were held on April 4, 2024, July 27, 2024, September 03, 2024, September 12, 2024, September 18, 2024, September 25,2024, November 11, 2024 and February 27, 2025. The compliance of intervening gap between any two meetings was within thepurview of the Companies Act, 2013 & SEBI Listing Regulations.
Details of the Board meetings and attendance at such meetings are given in the Corporate Governance Report annexed herewithfor the financial year ended March 31, 2025.
The Board meeting dates were finalised in consultation with all directors and the agenda papers backed up by comprehensivenotes and detailed background information was circulated well in advance before the date of the meeting thereby enabling theBoard to take informed decision.
In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for Independent Directors under Schedule IV ofthe Act, a separate meeting of Independent Directors was held on February 27, 2025, to review the performance of Chairperson,Non-Independent Directors and Managing Director and the Board as a whole. The Independent Directors also in the saidmeeting assessed and reviewed the quality, quantity and timeliness of the flow of information between the Management andthe Board and its committees which is essential for effective discharge of their duties.
At the time of appointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role,functions, duties and responsibilities as a Director of the Company. All the Independent Director are provided with all policiesas framed by the Company under various statues and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015to familiarize with Company's procedure and practices.
The details of the Company's policy on Familiarization Programs can be assessed at www.avianshgroup.com.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and the "Guidance Note on Board Evaluation"issued by SEBI on January 05, 2017 and other applicable provisions, if any, the Board has carried out annual evaluation ofits own performance and that of its committees and individual directors. The evaluation criteria, inter-alia, covered variousaspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specializedknowledge for decision making, smooth functioning of the Board and effective decision making.
The evaluation was carried out through a structured evaluation process to evaluate the performance of Individual directorsincluding the Chairman of the Board. The performance evaluation of the Board, its Committees and individual directors wasconducted and the same was based on questionnaire.
The Performance evaluation of Independent Directors was carried out by the entire Board. The Performance evaluation of theChairman and Non Independent Director was carried out by the Independent Director. The members of the Audit Committee,Nomination and Remuneration Committee, Stakeholder's Relationship Committee were also assessed in the context of theCommittee's effectiveness.
The Outcome of the Board Evaluation was discussed by the Nomination & Remuneration Committee in its meeting held onFebruary 27, 2025 and the Board in its meeting held on February 27, 2025.
The Directors expressed their satisfaction towards the evaluation process.
Your Company has in place adequate Internal Financial Controls with reference to financial statements carefully designedto match the size and complexity of its business operations. During the year under review, such controls were tested byStatutory as well as Internal Auditors, and no reportable material weaknesses in the design or operation were observed. TheAudit Committee actively oversees and reviews the adequacy and effectiveness of the internal control systems and suggestsimprovements as needed.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Companies Act,2013 forms part of the Statutory Auditor's Report.
In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and theCompanies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/amendment(s)thereof, for the time being in the force), M/s Kuldeep Sharma & Associates, Chartered Accountants (Firm Registration No.024838N), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of19th AgM (Annual General Meeting) held September 11, 2024 till the conclusion of 24th AGM to be held in the calendaryear 2029.
The auditor report given by M/s Kuldeep Sharma & Associates, Chartered Accountants, Statutory Auditors, on theFinancial Statements of the Company for the financial year ended March 31, 2025, forms part of the Annual Report and
self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.
M/s Gurvinder Chopra & Co (FRN: 100260) were appointed as the Cost Auditor to conduct the cost audit for the financialyear ended March 31, 2025.
Further, pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules,2014 as amended and as per the recommendation of the Audit Committee, the Board at their meeting held on August 18,2025, re-appointed M/s Gurvinder Chopra & Co (FRN: 100260) as Cost Auditors of the Company for the financial year2025-2026 to audit the cost records of the Company. A resolution for ratification of the remuneration payable for such costaudit services forms part of the Notice of ensuing 20th Annual General Meeting.
A certificate from M/s Gurvinder Chopra & Co, Cost Accountants (FRN: 100260) has been received to the effect that theirappointment as Cost Auditors of the Company, if made, would be in accordance with the limits prescribed under Section141 of the Act and the rules framed thereunder.
The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the Act.
Pursuant to the provisions of Section 204 of Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company had appointed M/s Neeraj Arora & Associates a firm of Company Secretaries inpractice, (ICSI Peer reviewed certificate No. 3738/2023) to undertake the Secretarial Audit of the Company for the financialyear ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith as"Annexure-IV".
There are no qualifications or observations, or adverse remarks made by the Secretarial Auditor in their Report. The contentsof the Secretarial Audit Report are self-explanatory..
Pursuant to the provisions of Section 204 of Act and latest amended Regulation 24A of Listing Regulations, the AuditCommittee and the Board recommends appointment of M/s Neeraj Arora & Associates, a firm of Company Secretaries inpractice, (ICSI Peer reviewed certificate No. 3738/2023) as the Secretarial Auditor of the Company for a period of 5 (five)consecutive years to conduct the Secretarial Audit of five (5) consecutive financial years from 2025-26 to 2029-30. SecretarialAuditors also have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible tohold office as Secretarial Auditor of your Company. An appropriate resolution seeking approval of the shareholders of theCompany has been included in the Notice convening the 20th Annual General Meeting.
Further, pursuant to the Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report for the financialyear 2024-2025 has been submitted to the stock exchanges within 60 days of the end of the financial year.
The Board of Directors of your Company had appointed M/s Gupta D.K & Co. Chartered Accountants, as the InternalAuditors of the Company pursuant to the provisions of Section 138 of the Act for financial year 2024-2025 and the reports onperiodical basis submitted by the auditor were placed before the Audit Committee and Board of Directors.
Further, the Board, at its meeting held on August 18, 2025, re-appointed M/s Gupta D.K & Co. Chartered Accountants, asthe Internal Auditor of the Company for the financial year 2025-2026.
During the period under review and pursuant to the provision of Section 143(12) of the Act and rules framed thereunder,there have been no instance of fraud reported by any of the Auditor of the Company either to the Audit Committee/Board or to the Central Government.
1. Policy for Preservation of Documents and Archival of Documents. The same may be assessed at https://avianshgroup.com/uploads/investor/1363Policy-for-Preservation-of-Documents.pdf
2. Policy on determination of materiality of the events/ information for making disclosure by the Company. The samemay be assessed at https://avianshgroup.com/uploads/investor/1478Policy-for-Policy-for-Determination-of-Materiality-of-Events-or-Information.pdf
3. Policy on determination of material subsidiary. The same may be assessed at https://avianshgroup.com/uploads/investor/7445Policy-for-Determining-Material-Subsidiary(ies).pdf
4. Policy on code of conduct for the Board of Director and senior management personnel. The same may be assessed athttps://avianshgroup.com/uploads/investor/2991Code-of-Conduct-of-Board-&-Senior-Management.pdf
5. Policy on code of practices and procedures for fair disclosure of insider trading. The same may be assessed at https://avianshgroup.com/uploads/investor/6677Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20unpublished%20Price%20Sensitive%20Information-%20Avi%20Ansh.pdf
During the period under review, the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issuedby the Institute of Company Secretaries of India.
The Directors hereby confirm that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 andaffirm that -
(a) the Company provides maternity leave in accordance with the requirements of the Act;
(b) all necessary facilities and entitlements mandated by the law are extended to women employees;
(c) no discriminatory practices are adopted against women employees on account of maternity or child birth.
Your Directors hereby clarify that the following disclosures are not applicable, considering that there were no suchtransactions in the year under review:
• No equity shares were issued with differential rights as to dividend, voting or otherwise.
• No Sweat Equity shares were issued.
• No employee stock options were issued.
• Your Company has not resorted to any buy back of its Equity Shares during the year under review.
• No application has been made and/or any proceeding are pending under the Insolvency and Bankruptcy Code, 2016during the year.
• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans frombanks or financial institutions, along with reasons, are not applicable.
Electronic copies of the Annual Report 2024-25 and the Notice of the 20th Annual General Meeting are sent to all memberswhose email addresses are registered with the Company/RTA.
In order to support Green Initiative, the Company requests those members who have yet not registered their e-mail address, toregister the same directly with their Depository Participant, in case shares are held in electronic form or with the Company, incase shares are held in physical form.
The Directors wish to convey their appreciation to all of the Company's employees for their contribution towards the Company'sperformance. The Directors would also like to thank the members, Customers, Suppliers, Bankers, Governments and all otherbusiness associates for their co-operation and continuous support to the Company.