Avance Technologies Ltd Directors Report

To, The members of

AVANCE TECHNOLOGIES LIMITED

Your Directors present the 42nd Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL OVERVIEW & BUSINESS PERFORMANCE:

(All Amount in INR Lakhs, unless otherwise stated)

PARTICULARS	STANDALONE FY 2025-26	STANDALONE FY 2024-25	CONSOLIDATED FY 2025-26	CONSOLIDATED FY 2024-25
Revenue from Operations	10,108.23	5,793.18	15,925.61	17,176.54
Other Income	1,380.90	218.06	1,384.10	219.75
Total Income	11,489.13	6,011.25	17,309.71	17,396.29
Finance Cost	7.87	0.03	8.20	1.57
Depreciation & Amortization	0.02	0.00	0.02	0.00
Total Expenses	10,166.78	5,689.71	5,977.32	16,713.48
EBITDA	1,322.33	321.52	1,324.16	734.40
Tax Expenses	63.30	114.16	0.56	204.16
Profit for the Period	1,259.04	207.36	1,323.61	530.24

PERFORMANCE HIGHLIGHTS:

Standalone Performance

Revenue from Operations stood at 10,108.23 Lakhs
Total Income at 11,489.13 Lakhs
EBITDA improved to 1,322.33 Lakhs, reflecting enhanced cost discipline
Profit after Tax remained stable at 1,259.04 Lakhs

While revenues moderated during the year, profitability remained steady, supported by improved operational efficiencies and prudent cost management.

Consolidated Performance

Revenue from Operations increased to 15,925.61 Lakhs
EBITDA grew to 1,324.16 Lakhs
Profit after Tax rose to 1,323.61 Lakhs

The consolidated performance reflects strong contributions from subsidiaries and business expansion initiatives, resulting in sustained growth momentum.

STATE OF COMPANYS AFFAIRS:

The Company continues to operate in the technology and IT product ecosystem, with a focus on scalable opportunities through its subsidiaries. The overall financial position remains stable, with a continued emphasis on long-term value creation.

DIVIDEND & RESERVES:

In order to preserve liquidity and support future growth initiatives, the Board has not recommended any dividend for the financial year.

No amount has been transferred to reserves, and the profits have been retained to strengthen the financial base of the Company.

CAPITAL STRUCTURE:

The Authorized Share Capital of the Company for the FY 2025-26 is Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) consisting of 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 01/- (Rupee One only) each.

The issued, subscribed and paid-up capital of the Company for FY 2025-26 stands at Rs. 198,19,17,430.00/- (One Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty) consisting of 198,19,17,430 (One Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty Equity Shares of Rs. 01/- (Rupee One only) each.

There was no change in the capital structure during the year under review.

AUDIT & ASSURANCE FRAMEWORK:

Changes in Statutory Auditors

During the year under review, M/s. Rishi Sekhri & Associates, Chartered Accountants (FRN: 128216W), resigned from the position of Statutory Auditors of the Company with effect from 20th May, 2026, resulting in a casual vacancy in the office of the Statutory Auditors.

Pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting held on 20th May, 2026 based on the recommendation of the Audit Committee, appointed M/s. A. Raghavendra Rao & Associates, Chartered Accountants (FRN: 003324S, Peer Review Certificate No. 018363), to fill the casual vacancy caused by the resignation of the previous Statutory Auditors, subject to the approval of the members.

The Members of the Company approved the said appointment through Postal ballot on 14th August 2026. M/s. A. Raghavendra Rao & Associates have confirmed that they satisfy the criteria prescribed under Sections 139 and 141 of the Companies Act, 2013 and have furnished the necessary consent and certificate of eligibility for their appointment as Statutory Auditors of the Company.

Accordingly, M/s. A. Raghavendra Rao & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to fill the casual vacancy and to hold office for the FY 2025-26.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the re-appointment of M/s. A. Raghavendra Rao & Associates, Chartered Accountants, as Statutory Auditors of the Company for a further period of 5 (Five) consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the 47th Annual General Meeting of the Company, subject to the approval of the Members of the Company.

Auditors Report

The Report issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026 forms part of this Annual Report. The said Report does not contain any qualification, reservation, adverse remark, disclaimer, or modified opinion and therefore does not call for any further explanation from the Board.

Secretarial Audit

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules, the Company has undertaken Secretarial Audit for the financial year ended 31st March, 2026. The audit was conducted by M/s. Sidhi Maheshwari & Associates, Practicing Company Secretaries (Firm Registration No. S2023RJ898900 and Peer review certificate No. 3395/2023).

The Secretarial Audit Report, along with the Annual Secretarial Compliance Report, is annexed to this Report as Annexure - 1 Annexure- 1.1 respectively.

The Secretarial Auditor has not reported any qualification, reservation, adverse remark, or disclaimer in their report.

Internal Audit

The Board has appointed M/s. K S G C & Associates, Chartered Accountants (FRN: 021829C), as the Internal Auditors for the financial year 2025-26.

Cost Audit

The provisions relating to Cost Audit as specified under the Companies Act, 2013 are not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company did not accept or renew any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS:

There was no material change in the nature of business of the Company during the year under review.

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

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

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in companys nature of business during the FY 2025-26.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

Avanee Ventures Private Limited (incorporated on 21st April, 2023); Verticore Technologies Private Limited (incorporated on 31st August, 2024); Avance Platforms Private Limited (incorporated on 7th October, 2024);

Avance Ventures Private Limited is a Material Subsidiary of the Company in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Policy on Determination of Material Subsidiaries.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit of Avance Ventures Private Limited was conducted for the financial year ended 31st March, 2026.

The Secretarial Audit Report issued by M/s. Sidhi Maheshwari & Associates, Practicing Company Secretaries (Firm Registration No. S2023RJ989900 and Peer review certificate No. 3395/2023) does not contain any qualification, reservation, adverse remark or disclaimer. The said Report forms part of this Annual Report and is annexed herewith as Annexure - 2.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Mane (DIN: 07984967), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

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

ii. Changes in Directors/ Key Managerial Personnel during the reporting period

The Company deeply mourned the demise of Late Mr. Srikrishna Bhamidipati (DIN: 02083384) on 1st July, 2025. He had served as the Managing Director since 15th January, 2002 and made significant contributions to the Companys growth through his leadership, guidance, and dedication. The Board placed on record its sincere appreciation for his invaluable services and expressed its heartfelt condolences.

Following the resultant vacancy, the Board appointed Mr. Latesh Poojary (DIN: 10414863) as an Additional Director and Executive Director with effect from 2nd July, 2025. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board re-designated him as Managing Director with effect from 14th August, 2025. His appointment was approved by the members at the 41st Annual General Meeting held on 29th September, 2025.

iii. Changes in Directors/ Key Managerial Personnel after the closure of reporting period

Mr. Santosh Hambare (DIN: 11523270) has been appointed by the Board as Managing Director and Chief Financial Officer ("CFO") of the Company with effect from 30th June, 2026. The Members of the Company approved the said appointment through Postal ballot on 14th August, 2026. Mr. Dipak Gaikwad (DIN: 11797117) has been appointed by the Board as Additional Non-Executive Independent Director of the Company with effect from 30th June, 2026. The Members of the Company regularized the said appointment through Postal ballot on 14th August, 2026. The designation of Mr. Latesh Poojary (DIN: 10414863) has been changed by the Board from Managing Director to Non-Executive Director with effect from 30th June, 2026.

Mr. Vijayasingh Purohit has been resigned from the post of Chief Financial Officer ("CFO") of the Company w.e.f. 20th June, 2026.

iv. Composition

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

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

All the Directors of the Company are in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and none of them are disqualified from being appointed or continuing as Directors.

The Directors have duly submitted all necessary disclosures and declarations as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings, a brief profile of Mr. Deepak Yallappa Mane (DIN: 07984967), including his qualifications, experience, directorships held in other companies, and membership/chairmanship of Board Committees, is provided in the Annexure to the Notice convening the 42nd Annual General Meeting.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 13 (Thirteen) times during FY 2025-26 on 29 April 2025, 19 May 2025, 28 May 2025, 2 July 2025, 14 July 2025, 16 July 2025, 14 August 2025, 5 September 2025, 12 November 2025, 4 February 2026, 13 February 2026, 28 February 2026 & 4 March 2026. Notices, agenda papers and pre-reads were circulated in advance to facilitate effective deliberation and decision-making.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have furnished declarations confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and that they will abide by the Code for Independent Directors as set out in Schedule IV to the Act.

ANNUAL EVALUATION:

Pursuant to 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, that of its committees, the Chairman, the individual directors, the Chief Financial Officer and the Company Secretary. The exercise was led by the Chairman of the Nomination and Remuneration Committee and considered, among other matters, time devoted, core competencies, personal attributes, discharge of specific responsibilities and effectiveness of the Boards functioning. The Directors expressed satisfaction with the evaluation process.

SECRETARIAL STANDARDS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated

a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companys website www.avance.in and the same is considered for the purpose of identification and monitoring Related Party transactions.

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

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

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

As the Company is engaged in the reselling of IT products and is part of the service sector, the disclosure requirements relating to conservation of energy and technology absorption are not materially applicable. Nevertheless, the Company remains conscious of energy efficiency in its operations. There were no foreign exchange earnings or outgo during the year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31 March 2026 will be placed on the Companys website, www.avance.in, within the stipulated time.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company recognizes its employees as one of the most valuable contributors to its growth and success. Human resource development remains a strategic priority and the Company continues to pursue initiatives that support learning, capability building, operational excellence, diversity and inclusion. The safety, security and well-being of employees remain integral to the Companys operating philosophy.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements for FY 2025-26 and form an integral part of the Annual Report.

INTERNAL CONTROL SYSTEMS:

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

MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34, read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Management Discussion and Analysis Report is annexed as Annexure - 4 and forms an integral part of this Report.

CORPORATE GOVERNANCE:

The Company remains committed to the highest standards of corporate governance. The report on Corporate Governance, as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure - 5 to this Report.

PARTICULARS OF EMPLOYEES:

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

COMPLIANCE CERTIFICATES:

A certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance under the SEBI (LODR) Regulations, 2015 forms part of the Annual Report. A certificate from the Managing Director and Chief Financial Officer under the Listing Regulations, inter alia confirming the correctness of the financial statements and cash flow statements and the adequacy of internal control measures, is annexed to the Annual Report. A certificate of the Auditor on debarment or disqualification of Directors pursuant to Regulation 34(3) read with Para C (10)(i) of Schedule V to the SEBI (LODR) Regulations, 2015 is also annexed to the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company did not meet the threshold prescribed under Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and was therefore not required to spend on CSR activities during the year under review.

DIRECTORS RESPONSIBILITY STATEMENTS:

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

In the preparation of the annual accounts for the year ended 31st March, 2026 the applicable accounting standards have been followed and there are no material departures from the same; They have selected such accounting policies, judgments and estimates that are reasonable and prudent and have applied them consistently so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the statement of Profit and Loss as well as Cash Flow of the company for the year ended on that date; Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; The annual accounts have been prepared on a going concern basis; Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS:

There were no instances of fraud reported by the auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

POLICY ON NOMINATION AND REMUNERATION:

The Company has adopted a Nomination and Remuneration Policy in accordance with Section 178(3) of the Companies Act, 2013 covering the criteria for appointment, qualifications, positive attributes and independence of directors, together with remuneration principles. The policy is available on the Companys website at

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and Whistle Blower Policy to enable directors and employees to report genuine concerns, unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct in an appropriate and protected manner.

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

POLICY AGAINST SEXUAL HARASSMENT:

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

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

During the year under review, no employee of the Company availed maternity benefits under the provisions of the Maternity Benefit Act, 1961.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund.

TRANSFER OF SHARES FROM ESCROW:

During the year under review, no shares were transferred from the Escrow Account.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, no proceedings were initiated or remained pending against the Company under the Insolvency and Bankruptcy Code, 2016.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued support and co-operation received from the Government, regulatory authorities, bankers, shareholders, customers, business associates and all other stakeholders. The Board also acknowledges with gratitude the commitment and dedicated services rendered by the employees of the Company during the year.

By Order of the Board For Avance Technologies Limited Sd/- Sanoth Hambare Managing Director DIN: 11523270

Sd/- Vasant Bhori Director DIN: 07596882

Date: 02nd September 2026 Place: Mumbai

Annexures referred to in this Boards Report form part of the Annual Report and should be read together with the accompanying financial statements, certificates and governance disclosure