Avience Biomedicals Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 6^th Boards Report, along with the standalone and consolidated Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flows, for the financial year ended March 31^st, 2025.

FINANCIAL RESULTS

Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
	( in thousands)	( in thousands)
Revenue from operations	2,88,895.47	1,62,551.14
Other income	6,480.85	3,808.94
Total revenue	2,95,376.32	1,66,360.08
Total Expenses before Depreciation and amortisation expenses and Finance costs	2,12,377.43	1,30,307.35
Profit before Depreciation & Amortisation, Finance costs and Tax expense	82,998.89	36,052.73
Less: Depreciation & Amortisation expenses	7,494.78	4,447.98
Profit before Finance costs and Tax expense	75,504.11	31,604.75
Less: Finance costs	6,101.68	4,113.33
Profit before Tax expense	69,402.43	27,491.42
Prior period items	750.00	-
Tax expenses:
Current tax	18,097.83	7,015.34
Tax adjustment related to earlier years	40.51	29.50
Deferred tax	491.57	434.59
Total Tax:	18,629.91	7,479.43
Profit for the period from continuing operations	50,022.52	, 20,011.99

COMPANYS PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2024-25

The Revenue from Sale of Products for the current year ended 31.03.2025 was Rs. 2,88,895.47 thousand against previous years sales of Rs. 1,62,551.14 thousand, registering growth of about 77.73% over the previous year. The exports were Rs. 52,429.76 thousands in F.O.B in terms of manufacturing goods as compared to Rs. 5918.48 thousands in the previous year.

The Directors are very glad to inform that they are planning companys Initial Public Offer (IPO)* in the financial year 2025-26, and such a great increase in revenue is a sign thatjt is making appreciable progress towards its growth and operations.

*IPO, or Initial Public Offering, is a process through which a company allots shares to the public for the first time, becoming a publicly traded company. It allows a company to raise capital from public investors, which can help it grow faster and expand. It also gives the public the opportunity to invest in the company and potentially earn a return on their investment.

During FY 2024-25, the Indian medical and diagnostic instrument sector is experiencing high economic activity due to strong underlying demand, technological advancements, and government support for indigenous manufacturing. The growth is driven by factors such as expanding diagnostic and pathology centers, the adoption of miniaturized and advanced technologies, and a push for personalized and preventive healthcare. However, effective implementation of government policies, particularly the Made in India preference, and the need for increased skill development and industry-academia linkages remain challenges.

The Indian healthcare market, which was valued at US$ 110 billion in FY16 is now projected to reach US$ 638 billion by FY25. The healthcare sector, as of FY24, is one of Indias largest employers, employing a total of 7.5 million people. The demand for Indian healthcare professionals is expected to double nationally and globally by FY30 due to a shortage of healthcare workers in India, where there are only 1.7 nurses per 1,000 people and a doctor-to-patient ratio of 1:1,500 nationwide.

The government has allocated Rs. 99,858 crore (US$ 11.50 billion) to the healthcare sector in the Union Budget 2025-26 for the development, maintenance, and enhancement of the countrys healthcare system. This reflects a 9.78% increase from the previous allocation of Rs. 90,958 crore (US$ 10.47 billion) in FY25. The Indian government is planning to introduce a credit incentive programme worth Rs. 50,000 crore (US$ 6.8 billion) to boost the countrys healthcare infrastructure.

The Net Worth of the Company as at 31.03.2025 was Rs. 204056.13 thousand (Previous Year Rs. 60,689.11 thousand).

Status of Investments made in the erstwhile Subsidiary Company M/s DR Meditech Surgical & Diagnostics (India) Private Limited. Both companies are working under same sector and for better operations and for more economical production in near future, the DR Meditech Surgical & Diagnostics (Itidia) Private Limited were purchased by Aviencc Biomedicals Private Limited as on 8^th August 2023. ,

"Consolidated Financial Statements" as per Accounting Standard 21/IndAS issued by the Institute of Chartered Accountants of India, are prepared and proper filings will be made with the regulatory authorities.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year under review.

TRANSFERS TO RESERVES

As per the latest books of accounts no transfer to reserves has been made by the company during tire financial year 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and based on the internal controls, compliance systems established and maintained by the Company, make the following statement that:

i. in the preparation of the annual accounts for the year ended 31^st March, 2025, 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 as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding tire assets of tire Company and for preventing and detecting fraud and other irregularities;

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

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

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

Based on tire framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the statutory and officers and external consultants, Board is of the opinion that the Companys internal financial controls were adequate and reasonably effective during FY 2024- 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the current financial year, following changes have occurred in the composition of board of directors and key managerial personnel.

Name	DIN/PAN	Designation	Date of appointment	Date of resignation
Mr. Manoj Kumar Agrawal	01259772	Independent director	23.08.2024	29.11.2024
Mr. Pankaj Sharma	07077130	Independent director	23.08.2024
Ms. Deepa Choudhary	09267149	Executive Director	23.08.2024
Mr. Ram Nagina Choudhary	02804667	Whole Time Director	23.08.2024
Mr. Dharam Deo Choudhary	02804625	Chairman	23.08.2024
Mr. Janardan Pal	08647037	Non-Executive Director	23.08.2024
Mr. Saurabh Verma	ANAPV8729J	CFO	21.08.2024
Mr. Manoj Kumar	BJEPK4202J	Company Secretary	24.09.2024
Mr. Om Prakash Pal	010841456	Independent director	29.11.2024

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act. They have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

None of the Director of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), Ministry of Corporate Affairs ("MCA") or any other such statutory authority and they have given their consent in writing to act as Director(s).

The current composition of board of directors and key managerial personnel as on 31.03.2025 as follow:

Name	DIN/PAN	Designation	Date of appointment
Mr. Dharam Deo Choudhary	02804625	Chairman cum Managing Director	23.12.2019
Mr. Ram Nagina Choudhary	02804667	Whole Time Director	23.12.2019
Mr. Janardan Pal	08647037	Non-Executive Director	23.12.2019
Mr. Saurabh Verma	ANAPV8729J	Chief Financial Officer	21.08.2024
Ms. Deepa Choudhary	09267149	Executive Director	23.08.2024
Mr. Pankaj Sharma	07077130	Independent Director	23.08.2024
Mr. Manoj Kumar	BJEPK4202J	Company Secretary	24.09.2024
Mr. Om Prakash Pal	010841456	Independent (Additional Director)	29.11.2024

RETIRING DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. Dharam Deo Choudhary and Mr. Ram Nagina Choudhary will retire at the ensuing Annual General Meeting ("AGM") and being eligible, seek reappointment. The Board recommends their re-appointment.

DISCLOSURES RELATED TO COMMITTEES AND POLICIES

DURING THE FINANCIAL YEAR COMPANY HAD CONSTITUTED THE FOLLOWING COMMITTEES:

1. AUDIT COMMITTEE

Audit Committee consisting of following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Om Prakash Pal	Chairperson	Independent Director
Mr. Pankaj Sharma	Member	Independent Director
Mr. Dharam Deo Choudhary	Member	Managing Director

The primary objective of the Committee is to monitor and provide effective supervision of the

Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

2. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee" consisting of following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Om Prakash Pal	Chairperson	Independent Director
Mr. Pankaj Sharma	Member	Independent Director
Mr. Janardan Pal	Member	Non-Executive Director

The primary objective of the Committee is formulating the criteria for determining qualifications, positive attributes, and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel, and other employees. Every appointment of a Director, evaluate the balance of skills, knowledge, and experience on the Board, preparing a description of the role and capabilities required.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee consisting of following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Janardan Pal	Chairperson	Non-Executive Director
Mr. Om Prakash Pal	Member	Independent Director
Mr. DharamDeoChoudhary	Member	Managing Director

The primary objective of the Committee is resolving the grievances of the security holders of the listed entity including complaints related to the transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

DURING THE FINANCIAL YEAR COMPANY HAD ADOPTED THE FOLLOWING POLICIES:

1. Policy on disclosures and internal procedures for the prevention of insider trading;

2. Policy on code of conduct for directors and senior management;

3. Policy on code of practices and procedures for fair disclosure of unpublished price-sensitive information;

4. Policy on whistle blower and vigil mechanism; ?

5. Policy on related party transactions;

6. Policy on the preservation of documents and archival of documents; ,

7. Policy on the prevention of sexual harassment;

8. Policy for materiality for disclosures of events to stock exchanges;

9. Policy on code for independent directors and policy on familiarization of independent directors;

10. Policy on code of conduct by the employees;

11. Policy on information technology (IT);

12. Policy on risk assessment & controls;

13. Policy on staff grooming.

MEETINGS OF THE BOARD

During the year 2024-2025, Twenty Nine (29) Board Meetings were held by giving proper notices. Relevant details of all the meetings are given in the Annexure-1 and forming part of the this report. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings.

MEETINGS OF THE COMMITTEES

During the year 2024-2025, following committees meetings were held:

AUDIT COMMITTEE MEETINGS
Number of meetings held		3	-	Attendance
Date of meeting	Total Number of directors/members as on the date of meeting	Number of directors/members attended	Name of Absentee Directors/Members	% of attendance
10/12/2024	3	3	NA	100
14/12/2024	3	3	NA	100
08/03/2025	3	3	NA	100

 

NOMINATION AND REMUNERATION COMMITTEE MEETINGS
Number of meetings held		1		Attendance
Date of meeting	Total Number of directors/members as on the date of meeting	Number of directors/members attended	Name of Absentee Directors/Members	% of attendance
10/12/2024	3	3	NA	100
STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS
Number of meetings held		1		Attendance
Date of meeting	Total Number of directors/members as on the date of meeting	Number of directors/members attended	Name of Absentee Directors/Members	% of attendance
10/12/2024	3	3	NA	100

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Committees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Company is not required to transfer any amount and any shares to the Investor Education and Protection Fund (IEPF) during the financial year.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee framed a policy for selection and appointment of Directors including determining qualifications, independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25. The company_will further strengthen its Internal Financial Controls in areas observed by the Auditors.

AUDITORS

M/s. HARIBHAKTI & CO. LLP, Chartered Accountants (ICAI Registration No. 103523W/W100048) were appointed as the Statutory Auditors at 2^nd Annual General Meeting (AGM) of the Company held in the year 2021, from the conclusion of 2^nd AGM till the conclusion of 7^th AGM of the Company to be held in the year 2026.

AUDITORS QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
Auditors comment:	The Company is generally regular in depositing with the appropriate authorities, undisputed statutory due including Goods and Services tax (GST), provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues applicable to it, though there has been a slight delay in few cases. (Clause vii(a) ofAnnexure 2 of Independent Auditors Report)
Management Reply:	As members can see in previous records or reports, that the company is a law compliant entity but sometimes due to technical issues the filing got delayed in few cases. Further we assure to stick on the due dates and do the filing within prescribed time.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2025.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has a risk assessment & controls policy, duly approved by the Board to identify and mitigate the risk involved in the functioning of the business. The Company understands that risk evaluation and mitigation is an ongoing process within the organization and the Board of Directors is fully committed for identification and mitigation of risk. In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

TRANSACTIONS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arms length basis. The material transactions which took place during the year are disclosed in AOC 2 and given in the Annexure-2, forming part of the this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no material orders passed by the regulator or courts or tribunals which may impact the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate.

However there are following changes made which may affecting the financial position of the Company in the near future:

Since the company is planning its IPO soon, therefore many appointments were made in August 2024. The company had appointed Independent Director, Chairman, Whole-Time Director, Executive and Non-Executive Director(s), Chief Financial Officer (CFO), Company Secretary (CS) to comply with IPO requirements.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year under review.

ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014 and Section 134 (3) (a), the copy of Annual Return can be accessed on the website of the Company at www.avienbio.com.

SUBSID1ARY/JOINT VENTURE/ASSOCIATE COMPANIES

Since the company had invested in DR Meditech Surgical & Diagnostics (India) Private Limited in August 2023 and acquired 99.99% equity shares, now the said company became its subsidiary within the meaning of the Companies Act, 2013 and AOC 1 forms part of the report and attached as Annexure-3.

INDEPENDENT DIRECTORS

During the reporting financial year appointments were made in terms of Section 149 of the Act. Two qualified and experienced professionals were appointed as independent directors in the management of the company as on 23.08.2024.

Mr. Manoj Kumar Agrawal (DIN: 01259772)

Mr. Pankaj Sharma (DIN: 07077130)

However Mr. Manoj Kumar Agrawal (DIN: 01259772) had resigned as on 29.11.2024 and Mr. Om Prakash Pal (DIN: 010841456) was appointed as on 29.11.2024 as independent director at his place. The current composition of independent director as on 31.03.2025:

Mr. Pankaj Sharma (DIN: 07077130)

Mr. Om Prakash Pal (DIN: 010841456)

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and relevant rules made thereunder.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be given under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company had establish a vigil mechanism through the "Whistle Blower Policy" for directors and employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct under section 177 (9) & (10) of the Companies Act 2013. The copy of policy can be accessed on the website of the Company at www.avienbio.com.

DISCLOSURE OF THE MAINTENANCE OF COST RECORDS UNDER SECTION 148:

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company for the FY 2024-25.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,

Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

There was no complaint received from any employee during the financial year 2024-25 and hence, no complaint is outstanding as on March 31^st, 2025 for redressal.

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit Rules) 2014.

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

As required by the Companies (Matters to be included in the Report of Board of Directors) Rules 2014 the relevant information and data is given in Annexure-4 annexed hereto and form part of this Report.

DEMATERIALISATION OF SHARES

Company had made an application to dematerialize its securities on NSDL in March 2024. ISIN is allotted to the company during the financial year 2024-25 i.e. INE0V9I01017. The Company shares are being dealt in dematerialized form. Shareholding of the Promoters/ Promoter Group has been substantially dematerialized.

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. The industrial relations remained cordial during the year. ,

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the period under review, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As the Company has not done any one-time settlement of loan during the year under review. Therefore, the clause is not application to the Company.

ACKNOWLEDGEMENTS

The Board of Directors places on record their sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the year.

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates.

The Management also place on record their appreciation for the confidence reposed by the Stakeholders. The Directors appreciate and value the contributions made by each and every member and Stakeholder of the Company.

For AVIENCE BIOMEDICALS LIMITED
(formerly known as Avience Biomedicals Private Limited)
Managing Director	Whole-Time Director
DIN:02804625	DIN:02804667
Flat-48, Suryodaya Apartment,	Flat No B-411, The Patel CGHS Ltd Plot No -4 , Sector 4, Dwarka South West Delhi, New Delhi-110075,India
Pocket-8, Sec-17, Dwarka
Delhi-110078, India
Place: New Delhi
Date: 04.09.2025