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To,

The Members,

AVI Polymers Limited

The directors take pleasure in presenting their 32nd Annual Report together with the audited financial statements for the Year ended March 31st, 2025. The Management Discussion and Analysis has also been incorporated into this report.

1. Financial summary or highlights/Performance of the Company

1. Performance Review

During the financial year company has reported total revenue of Rs. 138.26 lakhs as against the total revenue of Rs. 87.73 lakhs in the previous year. Net profit of the company during the current financial year stands at Rs. 81.68 lakhs as against profit of Rs. 2.36 lakhs in the previous year.

2. Change in nature of business, If any

There was no major change in the nature of business activity of the Company during the period under review.

3. Dividend

Directors do not recommend any dividend for the year.

4. Share capital

The issued Equity Share capital as on 31st March, 2025 is Rs. 650 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. Paid up Equity capital of the company as on 31st March, 2025 stands at Rs. 409.07 lakhs.

5. Transfer to Reserves

The board of directors has decided to transfer and retain entire profits to the Statement of Retained Earnings in the Profit and Loss account.

6. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)ofthe Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. 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 at the end of the financial year as on 31/03/2025 and of the profit of the company for that period.

iii. ~ 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. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Listing on Stock Exchanges

Your Company's shares are listed on BSE Limited and Code of the Company is 539288.

8. Subsidiary, Associate and Joint Venture:

The Company does not have any subsidiary, associate and joint venture.

9. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the provisions of corporate governance are not applicable to the company as company has not attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shallnotbe mandatoryfor companies having paid up capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year.

10.Management Discussion and Analysis Report:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Management Discussion and Analysis report form part of the Annual Report and is annexed herewith as Annexure B.

11.Secretarial Audit Report

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Abhishek Chhajed, partner of M/s SCS AND CO. LLP, Company Secretaries, (COP No. 15131), to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith as “Annexure - C' and forms an integral part of this Report Annual Return.

12.Particulars of Employees:

Information required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided as Annexure -D to this report.

13.Declaration on Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the

Companies Act, 2013.

14.Particulars of Loans, guarantees or investments

Loans and Investments, if any, provided under Section 186 of the Companies Act, 2013 are disclosed in the notes forming part of the financial statements provided in the Annual Report. The loans and advances mentioned in the financial statement have been given for business purpose.

No Guarantee or Security is provided for the loans availed by others.

15.Deposits

Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

16.Related Party Transactions

No related party transactions had taken place during the year under review. 17.Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The company has no activities relating to conservation of energy and technology absorption. The company has no actual foreign earnings and outgo.

18.Risk Management Policy implementation

The Company has developed comprehensive risk management policy and same is reviewed by the Audit Committee, which in turn, informs the Board about the risk assessment and minimization procedures. Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology, Marketrisk, Financial risk and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. Since the risk control frame work is new to Indian Corporate Culture, it is being strengthened on continuous basis.

19.Corporate social responsibility

Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having minimum threshold limit of net worth, turnover or net profit as prescribed. Since the company does not meet any one of these criteria, it remains outside the purview of Section 135 and consequently the reporting requirements there under do not at present apply to us.

The company however as a responsible corporate citizen has constituted a CSR Committee on voluntary basis. Composition of the same is furnished in Annexure- E forming part of this report.

20.Remuneration Policy

The company's policy relating to appointment of directors, payment of managerial remuneration, directors' qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - F and is attached to this report.

21.Committee(s) of Board of Directors:

a. Audit Committee

The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.The details pertaining to composition of audit committee are as follows

*Ceased to be Chairman and Member of the committee from the closing business hours of 31*March,2025

** Appointed as chairman and Member of the Committee from 1st April,2025.

During the year four committee meetings were held on 30/05/2024, 12/08/2024, 14/11/2024 and 07/02/2025 and 06/03/2025 and all the committee members were present during the aforesaid meeting.

The Chairman of the Audit Committee was present at the last Annual General Meeting.

All the recommendations of audit committee were accepted by the Board. b. Stakeholder Relationship Committee

The details pertaining to composition of the Stakeholder Relationship Committee in compliance with section 178 of the Companies Act, 2013:

*Ceased to be Chairman and Member of the committee from the closing business hours of 31t March,2025

** Appointed as chairman aind Member of the Committee from 1st April, 2025.

During the year one committee meetings was held on 06/03/2025 and all the committee members were present during the aforesaid meeting.

C. Nomination And Remuneration Committee

The details pertaining to composition of the Nomination and Remuneration Committee in compliance with section 178 of the

Companies Act, 2013:

*Ceased to be Chairman and Member of the committee from the closing business hours of 31*March,2025

** Appointed as chairman and Member of the Committee from 1st April, 2025.

During the year one committee meetings was held on 07/02/2025 and all the committee members were present during the aforesaid meeting.

22.Board Meetings:

During the financial year 2024-25, Seven (07) board meetings were held and the maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

23.Separate meeting of the independent directors:

During the year under review, the Independent Directors met on 14.11.2024, without the attendance of Non-independent Directors and members of the Management for:

i) Reviewing the performance of Non-independent Directors and the Board as a whole;

ii) Reviewing the performance of Chairperson of the Company, taking into account the views of the Executive Directors and Non-

executive Directors;

if) Assessing the quality, quantity and timeliness of flow of information between the Company Management and the board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.

24.Internal Control Systems and their Adequacy

The company has an adequate system of internal financial control procedures which is commensurate with the size and nature of business. The internal control systems including financial control system of the company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the audit committee and also generally placed before the board.

25.Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has not received any complaint of sexual harassment during the financial year 2024-25.

26.Directors:

A) Changes in Directors and Key Managerial Personnel

Retirement by Rotation

Mr. Pankaj Dilipbhai Thakkar (DIN: 10896082) Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Appointment and Resignation of Directors/Key Managerial Personnel

During the year, Ms. SAPNA (DIN: 10294154), and Mr. RAM KUMAR SINGH (DIN: 10871912 ), shall cease to be an Independent Directors of the Company. Ms. Varsha Prajapat (Din: 11277997) and Mr. SADHU

JIGNESH HARENDRABHAI (DIN: 11278005) appointed as an

Independent Directors of the Company for the first term of five years commencing from September 05, 2025.

There was no other changes in Key Managerial Personnel during the year under review

B) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committees.

27.Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Jain Kedia and Sharma., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 26t annual general meeting (AGM) of the Company held on 27t September, 2019 till the conclusion of the 315t Annual General Meeting

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

28. DETAILS IN RESPECT OF FRAUD:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013

29.BOARD'S COMMENT ON THE AUDITORS' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and do not call for any further comment.

30. COST RECORD:

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.

31.Vigil Mechanism

In accordance with the requirements of the Act, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Vigil Mechanism approved by the Board of Directors. The objectives of the policy are:

To provide a mechanism for employees and directors of the Company and other persons dealing with the Company to report to the Audit Committee; any instances of unethical behavior, actual or suspected fraud or violation of the Company's Ethics Policy.

To safeguard the confidentiality and interest of such employees/directors/other persons dealing with the Company against victimization, who notice and report any unethical or improper practices.

To appropriately communicate the existence of such mechanism, within the organization and to outsiders. Vigil Mechanism is available on website of the Company.

The Company confirms that no personnel has been denied access to the audit committee pursuant to the whistle blower mechanism.

32.Code Of Conduct

The Board of Directors has already adopted the Code of Ethics and Business Conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them. A declaration given by the Managing Director is attached as Annexure-H of the Board of Director's Report.

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and can be accessed at http://avipolymers.com/sample-page/code-of-conduct-polic

33.Certificate from a Company Secretary in practice:

Certificate from M/s Jalan Alkesh & Associates Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of the companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is enclosed as an Annexure-I.

34.Policies adopted:

The Company has adopted policies in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, including policy on:

e Policy on preservation of documents (Weblink: https: //avipolymers.com/policy-on- preservation-of- documents/)

e Policy for determination of material event or infor mation (Weblink: https://avipolymers.com/policy-for- determination-of-material-event-or-information/ )

e Policy on dealing with Related party transa ctions (weblink: https://avipolymers.com/policy-on- dealing-with-related-party-transactions/ )

The company has also adopted policy in line with SEBI (Insider Trading) Regulations 2015, the Code of Conduct to regulate, monitor and reporting of trading by insider. Further all policies required to be adopted are also displayed on the website of the company namely

WWW.HVi[!Oly ers.com

35.Compliance With Secretarial Standards

Company has complied with the all applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

36.Investor Education and Protection fund.

During the year under review company is not required to transfer any shares or amount to the Investor Education and Protection fund.

37.Voluntary Revision of financial statements or Board Report.

During the year there was no Voluntary Revision of financial statements or Board Report.

38. Details of Application made or Proceeding pending under the Insolvency and Bankruptcy Code 2016.

During the year under review, there were no Application made or Proceeding pending in the name of company under the Insolvency and Bankruptcy Code 2016.

39.Details of difference between valuation amount on one time settlement and valuation while availing loan from Banks and Financial Institutions.

During the year under review, there has been no one time settlement of Loans taken from banks and Financial Institutions.

40. Other Disclosures:

Other disclosures required if any are either nil or not applicable.

41.Acknowledgements

The Directors gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.