AVI Products India Ltd Directors Report

Dear Shareholders,

Your Board of Directors (‘Board) are pleased to present the 37th Annual Report of AVI Products India Limited ("Company") along with the Audited Financial Statements, for the financial year ended 31st March, 2026.

Financial Highlights

Your Companys financial performance for the year ended 31st March, 2026 is summarized below.

Amount ? in Thousands

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Total Income	14,008	49,674
Total Expenditure	33,253	48,956
Profit/(Loss) before taxation	(19,245)	718
Provision for Tax	182	181
Profit/(Loss) after Taxation	(19,427)	537
Earning per equity share (Basic & Diluted), face value ?10 each	(5.87)	0.16

State of Companys Affairs, Business Overview and Future Outlook

The company is doing trading business in trading of dental products and equipment. During the year the Company has loss of Rs. 19,427 thousand against a profit of Rs. 537 thousand in the previous year.

There are no material change and commitment affecting the financial position of the Company which has occurred during the F.Y. 2025-26, or from then on till the date of this Report. However, the Company has changed its object clause through the Postal Ballot dated 28th May, 2026. As new management has taken control of the Company and it intends to do real estate business activities.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under the review.

Dividend Distribution Policy

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

Deposits

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

Transfer to Reserve

The Company has not transferred any amount to the reserves during the financial year under review. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to Note No. 12 of the Standalone Financial Statement of the Company.

Share Capital

- During the year under review, there was no change in the Authorised Share Capital of the Company.

- The Issued, Subscribed and paid-up equity capital as March 31, 2026 stood at Rs. 3,30,68,020/-. During the year under review, the company has not issued any shares.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the period under review.

- The Company has not issued any sweat equity shares to its directors or employees, during the period under review.

Conservation of Energy and Technology Absorption

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy: Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption.

(ii) Steps taken for utilizing alternate source of energy: Apart from above no other steps were taken as the Company has not carried out any business activities during the year.

(iii) Capital investment on energy conservation equipment: There is no capital investment on energy conservation equipment during the year under review.

B. Technology Absorption

(i) The Company has not imported any technology during last three years from the beginning of the financial year. The Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Out-go

- Foreign exchange earnings: NIL

- Expenditure in foreign currency: Rs. 4010.38 thousand

Extract of Annual Return

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available at www.aviphoto.in.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report as Annexure II.

Details of Subsidiary Companies/Joint Venture

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/Associate Company of your Company.

Related Parties Transactions

During FY 2025-26, all related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business.

The particulars of transactions entered into by the Company with related parties, which fall under the provisions of Section 188(1) of the Act, in Form AOC-2 is annexed herewith and marked as "Annexure I" to this Report.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of directors and recommends to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy framed by the Nomination and Remuneration Committee, pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Rules made thereunder are as follows:

The committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

a) The committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

b) The committee shall also ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

To guide the Board in relation to appointment and removal of directors, key managerial personnel and senior management.

a) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

b) To recommend to the Board on remuneration payable to the directors, key managerial personnel and senior management.

The Nomination and Remuneration Policy is posted on the website of the Company and may be viewed at:

https://aviphoto.in/wp-content/uploads/cc/Nomination-and-Remuneration-Committee-Charter.pdf

Corporate Social Responsibility Initiatives

During this period under the review the provisions of Section 135 of the Companies Act, 2013, related to Corporate Social Responsibility is not applicable to the Company. Hence, your directors have not constituted the Corporate Social Responsibility (CSR) Committee.

Directors and Key Managerial Personnel

As on 31st March, 2026, the Board comprised of 8 (Eight) directors including 5 (Five) independent directors. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Companies Act, 2013. The details of the Board of Directors are as below:

Sr. No.	Name	DIN	Designation
1	Mr. Avinash Dhirajlal Vora	02454059	Managing Director
2	Mr. Vikram Avinash Vora	02454043	Director
3	Mr. Kamlesh Bhagwandas Mehta	10748358	Director – Independent
4	Mr. Pradeep Joshi	02416091	Director – Independent
5	Mr. Abhishek N. Vora*	09710027	Director – Independent
6	Mrs. Daksha N. Vora*	07163666	Director – Independent
7	Mr. Manas Ranjan Palo (appointed with effect from 16-01-2026)	01933994	Director – Independent
8	Mr. Saroj Kumar Choudhury (appointed with effect from 16-01-2026)	11143083	Director – Non-Independent

*Mrs. Daksha Nilesh Vora (DIN: 07163666), Mr. Abhishek N. Vora (DIN: 09710027), Mr. Manas Ranjan Palo (DIN: 01933994) and Mr. Saroj Kumar Choudhury (DIN: 11143083) have resigned from the post of Directorship with effect from 23rd April, 2026.

**Mr. Avinash Dhirajlal Vora (DIN: 02454059) has been re-designated as Director from Managing Director with effect from 5th August, 2026.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of company by the Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2026, the following are the Key Managerial Personnel (KMP) of the Company:

Sr. No.	Name	Designation / status
1	Mr. Avinash D. Vora	Chairman and Managing Director
2	Ms. Bijal Yogesh Durgavale	Company Secretary and Compliance Officer; resigned on 28 October 2025
3	Ms. Shanu Jain	Company Secretary and Compliance Officer; appointed on 16 January 2026
4	Ms. Shanu Jain	Company Secretary and Compliance Officer; resigned on 12 February 2026
5	Ms. Shreyana Satyashodhak Koyande	Company Secretary and Compliance Officer; appointed on 12 February 2026
6	Ms. Shreyana Satyashodhak Koyande	Company Secretary and Compliance Officer; resigned with effect from 23 April 2026
7	Ms. Renu Choudhary	Company Secretary and Compliance Officer; appointed with effect from 23 April 2026
8	Ms. Hemali Pankaj Patel	Chief Financial Officer; resigned with effect from 23 April 2026
9	Mr. Nikunj Bharatbhai Gandhi	Chief Financial Officer; appointed with effect from 23 April 2026

*Mr. Avinash Dhirajlal Vora (DIN: 02454059) has been re-designated as Director from Managing Director with effect from 5th August, 2026.

Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Vikram A. Vora (DIN: 02454043), Director, being a Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and, being eligible for re-appointment, offers himself for re-appointment.

The information as required to be disclosed in relation to the aforesaid re-appointment under Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings ("SS-2") will be provided in the notice of ensuing General Meeting.

Page 5

Change in Directors and Key Managerial Personnel

Following changes in Directors were held during the financial year:

Sr. No.	Name	DIN	Designation	Date of appointment/resignation
1	Mr. Manas Ranjan Palo	01933994	Non-Executive Independent Director	Appointed on 16 January 2026
2	Mr. Saroj Kumar Choudhury	11143083	Non-Executive Non-Independent Director	Appointed on 16 January 2026

Following Directors were appointed after the closure of financial year:

Sr. No.	Name	DIN	Designation	Date of appointment
1	Mr. Parthh K. Mehta*	05251177	Executive Director	23-04-2026
2	Mr. Ameya Vivek Tandulkar	10570619	Executive Director	23-04-2026
3	Mr. Bankim Mehta	09833941	Non-Executive Non-Independent Director	23-04-2026
4	Ms. Malvika Jagani	11409166	Non-Executive Independent Woman Director	23-04-2026
5	Mr. Dayashankar Patel	05171043	Non-Executive Independent Director	23-04-2026
6	Mr. Aditya Soni	08998880	Non-Executive Independent Director	23-04-2026

Mr. Parthh K. Mehta (DIN: 05251177) has been re-designated as Managing Director from Director with effect from 5th August, 2026.

Following Directors resigned after the closure of financial year:

Sr. No.	Name	DIN	Designation	Date of resignation
1	Mrs. Daksha Nilesh Vora	07163666	Non-Executive Independent Director	23-04-2026
2	Mr. Abhishek Nilesh Vora	09710027	Non-Executive Independent Director	23-04-2026
3	Mr. Manas Ranjan Palo	01933994	Non-Executive Independent Director	23-04-2026
4	Mr. Saroj Kumar Choudhury	11143083	Non-Executive Non-Independent Director	23-04-2026

Changes in the Key Managerial Personnel

Following changes in the Key Managerial Personnel during the year:

Sr. No.	Name of KMP	Designation	Date of appointment/resignation
1	Ms. Bijal Yogesh Durgavale	Company Secretary and Compliance Officer	Resigned on 28 October 2025
2	Ms. Shanu Jain	Company Secretary and Compliance Officer	Appointed on 16 January 2026
3	Ms. Shanu Jain	Company Secretary and Compliance Officer	Resigned on 12 February 2026
4	Ms. Shreyana Satyashodhak Koyande	Company Secretary and Compliance Officer	Appointed on 12 February 2026

Following changes in the Key Managerial Personnel after the closure of financial year:

Sr. No.	Name	Designation	Date of appointment/resignation
1	Ms. Hemali Pankaj Patel	Chief Financial Officer	Resigned on 23-04-2026
2	Mr. Nikunj Bharatbhai Gandhi	Chief Financial Officer	Appointed on 23-04-2026
3	Ms. Shreyana Satyashodhak Koyande	Company Secretary and Compliance Officer	Resigned on 23-04-2026
4	Ms. Renu Choudhary	Company Secretary and Compliance Officer	Appointed on 23-04-2026

Declaration from Independent Directors

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(7) of the Companies Act, 2013. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including proficiency.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors are provided with all necessary documents/reports and internal policies to enable them to familiarise themselves with the Companys procedures and practices.

Familiarisation Programme for Independent Directors

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc.

All new independent directors inducted into the Board attend an orientation program. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities.

Annual Performance Evaluation

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017.

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of all the Directors and the Board including Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and the Committees which includes criteria and factors for performance evaluation. The appointment/re-appointment/continuation of Directors on the Board shall be based on the outcome of the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

Meetings of the Board

The Board of Directors met 7 (Seven) times on 30th May, 2025, 14th August, 2025, 1st September, 2025, 14th November, 2025, 29th December, 2025, 16th January, 2026, 12th February, 2026 and 27th March, 2026 during the Financial Year 2025–26. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings:

Sr. No.	Name of Director	No. of Board meetings attended
1	Mr. Avinash Dhirajlal Vora	8
2	Mr. Vikram Avinash Vora	8
3	Mr. Kamlesh Bhagwandas Mehta	8
4	Mr. Pradeep Joshi	8
5	Mr. Abhishek N. Vora*	8
6	Mrs. Daksha N. Vora*	8
7	Mr. Manas Ranjan Palo (appointed with effect from 16-01-2026)	3
8	Mr. Saroj Kumar Choudhury (appointed with effect from 16-01-2026)	3

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors state that:

a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) 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 31st March, 2026 and of the loss of the company for that period.

c) 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The Directors Responsibility Statement continues:

f) 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.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans, advances or guarantees or made investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year.

Material Changes and Commitments of the Company

- The Acquirer/Proposed Promoter, namely PPMS Real Estates LLP ("Acquirer/Proposed Promoter"), has made an open offer for acquisition of up to 8,59,769 equity shares, representing 26% of the voting share capital of AVI Products India Limited, at an offer price of ?33 per equity share, to the public shareholders of the Target Company.

- The existing promoters of the Company i.e. (A) Avinash Dhirajlal Vora (Promoter Seller 1), (B) Parth Avinash Vora (Promoter Seller 2), (C) Vikram Avinash Vora (Promoter Seller 3) and (D) Daksha Avinash Vora (Promoter Seller 4) i.e. and PPMS Real Estates LLP entered into a Share Purchase Agreement dated 14 February 2026 for the transfer of 7,83,091 equity shares, representing 23.68% of the present total paid-up equity share capital, along with management rights and control of the Target Company. The shares were acquired for ?33 per equity share, aggregating to ?2,58,42,003, subject to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and customary conditions precedent in the agreement. Upon consummation of the agreement and fulfilment of other regulatory requirements, the acquirer gained control of the Target Company and was classified as its promoter. Accordingly, the existing promoters would cease to be promoters, subject to compliance with SEBI LODR and SEBI SAST Regulations. The acquirer paid the entire sale consideration of ?2,58,42,003 to the sellers on 14 February 2026 and 16 February 2026. The sellers transferred 7,83,091 equity shares into an escrow account controlled by the Merchant Banker. The open offer opened on Wednesday, 13 May 2026 and closed on Tuesday, 26 May 2026.

Shares transferred by the existing promoters

Sr. No.	Name	Number of shares	% of holding
1	Mr. Avinash Dhirajlal Vora ("Promoter Seller 1")	2,38,615	7.22%
2	Mr. Parth Avinash Vora ("Promoter Seller 2")	1,94,573	5.88%
3	Mr. Vikram Avinash Vora ("Promoter Seller 3")	1,92,563	5.82%
4	Ms. Daksha Avinash Vora ("Promoter Seller 4")	1,57,340	4.76%
Total		7,83,091	23.68%

Further, pursuant to a Share Sale/Purchase Confirmation ("SSPC") entered into on 14 February 2026 between the acquirer/proposed promoter and the non-promoter sellers, the acquirer agreed to acquire 4,69,710 equity shares, representing 14.20% of the voting share capital of the Target Company. The shares had a face value of ?10 each and were fully paid-up. The shares were acquired from various entities at different rates. Since the acquirer had kept 100% of the consideration in the escrow account, the shares were transferred pursuant to Regulation 22(2A) of the SEBI SAST Regulations, 2011.

Non-Promoter Share Transfers

Sr. No.	Name	Number of shares	% of holding	Purchase rate per share	Whether shares transferred
1	Rajen H. Gada (HUF) ("Non-Promoter Seller 1")	39,680	1.20%	?32.50	Yes
2	Mr. Saroj Kumar Choudhury ("Non-Promoter Seller 2")	3,65,030	11.04%	?30.00	Yes
3	Balaji Forex (India) Private Limited ("Non-Promoter Seller 3")	65,000	1.97%	?29.00	Yes
Total		4,69,710	14.20%

The nominee of the acquirer/proposed promoter was inducted onto the Board of the Company on 23 April 2026, and the management of the Company is presently run by the new management, namely PPMS Real Estates LLP.

Auditors

M/s. N.K Jalan & Co, Chartered Accountants (Firm Registration No. 104019W), were appointed as the Statutory Auditors of the Company for a term of five years, from the conclusion of the Annual General Meeting held on 28 December 2020 until the conclusion of the 36th AGM scheduled for 2025. However, they tendered their resignation on 23 March 2026.

Following their resignation, the Company appointed M/s. S A R A and Associates, Chartered Accountants (Firm Registration Number: 120927W), as Statutory Auditors for financial year 2025–26 through a resolution passed at the Board Meeting held on 27 March 2026, which was subsequently approved at the Extra-Ordinary General Meeting held on 27 April 2026.

The firm has confirmed its eligibility for reappointment in accordance with Section 141 of the Companies Act, 2013, and the applicable rules framed thereunder.

Statutory Auditors Observations

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Reporting of Fraud by Auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and rules framed thereunder either to the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Pooja Gala & Associate (ACS No. 69393), Peer Reviewed Practicing Company Secretary (Peer Review No. 7968/2026), as Secretarial Auditor of the Company to issue the Secretarial Audit Report for financial year 2025–26.

The Company accepted the resignation of VKMG & Associates LLP, Company Secretaries (FRN: L2019MH005300) from the position of Secretarial Auditor with effect from 23 April 2026.

Secretarial Auditors Observations

The Secretarial Auditor of the Company has given an unqualified report during the year under review.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had appointed M/s. F.P. Vora & Co, Chartered Accountants, to undertake Internal Audit for the financial year ended 31 March 2026.

In the Board meeting held on 23 April 2026, the Company appointed M/s. K. C. Shrimanker & Associates (Firm Registration Number: 139616W), Chartered Accountants, as Internal Auditor for financial year 2026–27 with effect from 23 April 2026.

Listing Regulations, 2015

The equity shares of the Company are listed on BSE Limited (BSE).

Internal Financial Control Systems and Their Adequacy

The Company has adequate systems of internal control to safeguard and protect its assets from loss, unauthorised use or disposition. All transactions are properly authorised, recorded and reported to management. The Company follows all applicable Accounting Standards for maintaining the books of accounts and reporting financial statements.

The internal auditor checks and verifies internal controls and monitors them in accordance with the policy adopted by the Company. Even through this non-production period, the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

Meetings of Committees of the Board

The Board has constituted necessary committees pursuant to the Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committees are the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

Sr. No.	Particulars	No. of meetings held
1	Audit Committee	7
2	Nomination & Remuneration Committee	3
3	Stakeholders Relationship Committee	1

I. Audit Committee

The Company has formed an Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee

Name	Position/status
Mr. Kamlesh Mehta	Chairman; resigned from Committee with effect from 16-01-2026
Mr. Pradeep H. Joshi	Member; resigned from Committee with effect from 16-01-2026
Mr. Manas Ranjan Palo	Chairman; appointed with effect from 16-01-2026 and resigned on 23-04-2026

Further composition of the Audit Committee

Name	Position/status
Mr. Saroj Kumar Choudhury	Member; appointed with effect from 16-01-2026 and resigned on 23-04-2026
Mrs. Daksha Nilesh Vora	Member; resigned with effect from 23-04-2026
Mr. Dayashankar Patel	Chairperson; appointed with effect from 23-04-2026
Mr. Parthh K. Mehta	Member; appointed with effect from 23-04-2026
Ms. Malvika Jagani	Member; appointed with effect from 23-04-2026

During financial year 2025–2026, the Audit Committee met seven times. The meetings were held on 30 May 2025, 14 August 2025, 14 November 2025, 26 December 2025, 16 January 2026, 12 February 2026 and 27 March 2026.

The primary objective of the Audit Committee is to monitor and provide effective supervision of managements financial reporting process, ensuring accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by management and the statutory auditor and reviews the processes and safeguards employed by each.

The Audit Committee functions under Section 177 of the Companies Act, 2013 and the applicable rules, as well as Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Attendance of Audit Committee Members

Sr. No.	Name of Director	Meetings attended
1	Mr. Manas Ranjan Palo (appointed 16-01-2026; resigned 23-04-2026)	3
2	Mr. Saroj Kumar Choudhury (appointed 16-01-2026; resigned 23-04-2026)	3
3	Mr. Kamlesh Mehta (resigned from the Committee on 16-01-2026)	5
4	Mr. Pradeep H. Joshi (resigned from the Committee on 16-01-2026)	5
5	Mrs. Daksha Nilesh Vora (resigned on 23-04-2026)	7

II. Nomination and Remuneration Committee

The Board had constituted the Nomination and Remuneration Committee pursuant to sub-section (1) of Section 178 of the Companies Act, 2013.

The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board the policy relating to the remuneration of directors, key managerial personnel and other employees.

Composition of Nomination and Remuneration Committee

Name	Position/status
Mr. Kamlesh B. Mehta	Chairman; resigned from the Committee with effect from 16-01-2026
Mr. Pradeep H. Joshi	Member; resigned with effect from 23-04-2026
Mrs. Daksha N. Vora	Member; resigned with effect from 23-04-2026
Mr. Manas Ranjan Palo	Chairman; appointed with effect from 16-01-2026 and resigned with effect from 23-04-2026
Mr. Saroj Kumar Choudhury	Member; appointed with effect from 16-01-2026 and resigned with effect from 23-04-2026
Ms. Malvika Jagani	Chairperson; appointed with effect from 23-04-2026
Mr. Bankim Mehta	Member; appointed with effect from 23-04-2026
Mr. Aditya Soni	Member; appointed with effect from 23-04-2026

During financial year 2025–2026, the Nomination and Remuneration Committee met three times. The meetings were held on 13 August 2025, 16 January 2026 and 12 February 2026.

Attendance of Nomination and Remuneration Committee Members

Sr. No.	Name of Director	Meetings attended
1	Mr. Kamlesh B. Mehta (resigned with effect from 16-01-2026)	2
2	Mr. Pradeep H. Joshi (resigned with effect from 23-04-2026)	2
3	Mrs. Daksha N. Vora (resigned with effect from 23-04-2026)	3
4	Mr. Manas Ranjan Palo (appointed 16-01-2026; resigned 23-04-2026)	1
5	Mr. Saroj Kumar Choudhury (appointed 16-01-2026; resigned 23-04-2026)	1

III. Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism for redressal of grievances of shareholders, etc. The Committee reviews shareholders/investors complaints such as non-receipt of Annual Reports, physical transfer/transmission/transposition, split/consolidation of share certificates, issue of duplicate share certificates, etc. The Committee is also empowered to consider and resolve grievances of other stakeholders of the Company, including security holders.

Composition of Stakeholders Relationship Committee as at 31 March 2026

Name	Position/status
Mr. Kamlesh B. Mehta	Chairman; resigned from the Committee with effect from 16-01-2026
Mr. Pradeep H. Joshi	Member; resigned from the Committee with effect from 16-01-2026
Mr. Avinash D. Vora	Member; resigned from the Committee with effect from 23-04-2026
Mr. Saroj Kumar Choudhury	Chairman; appointed with effect from 16-01-2026
Mr. Manas Ranjan Palo	Member; appointed with effect from 16-01-2026 and resigned with effect from 23-04-2026
Mr. Bankim Mehta	Chairperson; appointed with effect from 23-04-2026
Ms. Malvika Jagani	Member; appointed with effect from 23-04-2026
Mr. Dayashankar Patel	Member; appointed with effect from 23-04-2026

During financial year 2025–2026, the Stakeholders Relationship Committee met one time. The meeting was held on 16 January 2026.

Attendance of Stakeholders Relationship Committee Members

Sr. No.	Name of Director	Meetings attended
1	Mr. Kamlesh B. Mehta (resigned with effect from 16-01-2026)	1
2	Mr. Pradeep H. Joshi (resigned with effect from 16-01-2026)	1
3	Mr. Avinash D. Vora (resigned with effect from 23-04-2026)	1
4	Mr. Saroj Kumar Choudhury (appointed with effect from 16-01-2026)	1
5	Mr. Manas Ranjan Palo (appointed with effect from 16-01-2026)	1

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosures is given as "Annexure III" to this report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, namely details of the top ten employees of the company in terms of remuneration drawn during 2025–26, is not applicable as none of the employees is drawing remuneration in excess of the limits specified in Rule 5(2).

Corporate Governance Report

As per the requirement of SEBI Circular No. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, No. SEBI/LAD-NRO/GN/2015-16/013 dated 2 September 2015, listed companies having paid-up equity share capital not exceeding ?10 crores and net worth not exceeding ?25 crores as on the last day of the previous financial year are not required to comply with the norms of the Corporate Governance Report.

Since the paid-up equity share capital of the Company is ?33,068 thousand and net worth is ?51,535 thousand as on the financial year ending 31 March 2026, the provisions relating to the Corporate Governance Report are not applicable to the Company.

Transfer to Investor Education and Protection Fund

The Company does not have any unpaid/unclaimed amount which is required to be transferred under the provisions of the Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government of India.

Compliance with Secretarial Standards

During the year, the Company has been in compliance with the applicable Secretarial Standards.

Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to the Company.

Risk Management Policy

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board has delegated authority to the Audit Committee to monitor the policy, including:

a) Overseeing and approving the Companys enterprise-wide risk management framework.

b) Overseeing that all risks faced by the organisation — including strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks — have been identified and assessed and that adequate risk-management infrastructure is in place.

The Company affirms that all risk management matters are monitored and resolved as per the process laid out in the policy.

Vigil Mechanism

The Company has established a Vigil Mechanism that enables Directors and employees to report genuine concerns. The mechanism provides:

a) Adequate safeguards against victimisation of persons who use the Vigil Mechanism.

b) Direct access to the Chairperson of the Audit Committee of the Board of Directors in appropriate exceptional cases.

Details of the Vigil Mechanism policy are available on the Companys website, www.aviphoto.in.

Significant and Material Orders Passed by Regulators, Courts or Tribunals

There were no significant material orders passed by the regulators/courts/tribunals which would impact the going-concern status of the Company and its future operations.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers and employees that would need to be mentioned in the Boards Report.

Prevention of Insider Trading

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015, which came into effect from 15 May 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

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. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code.

All Directors and designated employees have confirmed compliance with the Code.

Maintenance of Cost Records

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

Disclosure on Employee Stock Option/Purchase Scheme

During the year under review, the Company has not issued or offered any shares under any Employee Stock Option/Purchase Scheme and also does not have any plans to introduce the same.

Disclosure for Compliance with Other Statutory Laws

i. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to its employees and has formulated a "Policy for Prevention of Sexual Harassment" to prohibit, prevent or deter acts of sexual harassment at the workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment.

Internal Committees have been set up to redress complaints regarding sexual harassment. During the year under review, no case of sexual harassment was reported.

Details of complaints of sexual harassment

(a) Complaints of sexual harassment received during the year NIL

(b) Complaints disposed of during the year NIL

(c) Cases pending for more than ninety days NIL

During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace(s) of the Company.

ii. Number of Employees as at the Close of the Financial Year

(a) Female: 2

(b) Male: 0

(c) Transgender: 0

iii. Statement that Company Has Complied with Maternity Benefit Act

During the year under review, the Company has complied with respect to the provisions relating to the Maternity Benefit Act, 1961.

General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

- Mr. Avinash Vora, Managing Director of the Company, apart from receiving director remuneration, does not receive any commission from the Company.

- Issue of debentures/bonds/warrants/any other convertible securities.

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

- Instance of one-time settlement with any bank or financial institution.

- Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

Appreciations

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

	For and on behalf of the Board of Directors
	AVI Products India Limited
	Sd/-
	Parthh Kaushik Mehta
	DIN: 05251177
	Chairman & Managing Director
Place: Mumbai
Date: 24th August, 2026
Registered Office:
201 Nivan CTS No. E/751,
S.V. Road, Opp Poddar International School,
Khar West, Khar Colony, Mumbai,
Maharashtra, India - 400052.