Avio Smart Market Stack Limited Directors Report

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Avio Smart Market Stack Limited Share Price directors Report

To,

The Members,

Your Directors are pleased to present the 34 th Report together with the Audited Financial Statements of Avio Smart Market Stack Limited (formerly known year ended as Bartronics India Limited) (the Company) for the financial on 31st March, 2026.

I. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (theAct), read with Rule 7 of the Companies (Accounts) Rules, 2014.

During the year under review, your Company recorded a total income of INR. 10,395.78lacs (previous year INR. 4,072.91.), with profit after tax of INR. 594.39 lacs (previous year INR. 174.63 Lacs).

The summarized results of your Company are given in the table below.

(amount in Lakhs)

Standalone Consolidated
Particular F.Y 2025-26 F.Y 2024-25 F.Y 2025-26
Total Revenue 10,395.78 4,072.91 10,395.78
Profit / Loss before depreciation and Tax 559.71 38.49 559.71
Less:- Depreciation 13.81 4.97 13.81
Profit/Loss before Exceptional item and Tax 545.90 33.52 545.90
Exceptional item - (206.23) -
Profit/Loss before Tax 545.90 239.75 545.01
Less-Current year tax 75.95 65.12 75.95
Deferred Tax 0.75 - 0.75
Tax Related to Previous Period -125.19 - -125.19
Profit/ Loss for the year 594.39 174.63 593.50
Other Comprehensive Income (0.93) (0.11) (0.93)
Total Comprehensive Income 593.46 174.52 592.57

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) forms part of this Annual Report attached as Annexure-I

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

4. TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve.

5. DIVIDEND:

After considering the financial position of the Company, future funding requirements and long-term strategic objectives, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2026.

6. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, there was a change in the structure of the Company with the incorporation of two wholly owned subsidiaries and the acquisition of an associate company. As on March 31, 2026, the Company has one Holding Company, two Wholly Owned Subsidiaries and one Associate Company. The Company did not have any Joint Venture during the year under review.

Holding Company

Kinex India Private Limited is the Holding Company of Avio Smart Market Stack Limited (formerly known as Bartronics India Limited).

Wholly Owned Subsidiaries

During the year under review, the Company incorporated the following Wholly Owned Subsidiaries, each with a paid-up share capital of INR 1,00,000 (Rupees One Lakh only):

? BIL Healthtech Private Limited, incorporated on December 19, 2025.

? BIL Agritech Private Limited, incorporated on December 22, 2025.

The aforesaid subsidiaries were incorporated to undertake business activities in the healthcare and agritech sectors, respectively, in line with the Companys long-term strategic growth and diversification plans.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 forms part of the Annual Report as Annexure -II.

Pursuant to the provisions of the Companies Act, 2013 and the applicable Accounting Standards, the financial statements of the subsidiaries have been consolidated with those of the Company and form part of the Consolidated Financial Statements included in this Annual Report.

Associate Company

During the year under review, the Company acquired 25.75% of the paid-up equity share capital of Shree Naga Narasimha Private Limited. Consequently, the said company became an Associate Company of the Company in terms of Section 2(6) of the Companies Act, 2013 and the applicable Indian Accounting Standards.

The salient features of the financial statements of the Associate Company are also disclosed in Form AOC-1, which forms part of this Annual Report.

Joint Ventures

The Company did not have any Joint Venture within the meaning of the Companies Act, 2013 during the year under review.

Performance of Subsidiaries and Associate Company

Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and the associate company forms part of the Consolidated Financial Statements and is disclosed in Form AOC-1, annexed to this Report.

The Board continuously monitors the performance and operations of its subsidiaries and associate company to ensure alignment with the overall business objectives and governance framework of the Company.

7. CHANGES IN CAPITAL STRUCTURE:

During the year under review, the Board of Directors at its meeting held on January 08, 2026, approved the reclassification of the Authorized Share Capital of the Company. The Members approved the same through Postal Ballot, results of which were declared on February 10, 2026.

Post reclassification, the Authorized Share Capital of the Company stands at INR 1,10,00,00,000/- (Indian Rupees

One Hundred and Ten Crores Only) comprising:

- 1,00,00,00,000 (One Hundred Crores) Equity Shares of INR 1/- (Indian Rupees One Only) each; and

- 1,00,00,000 (One Crore) Compulsorily Convertible Preference Shares (CCPS) of INR 10/- (Indian Rupees Ten Only) each.

As on 31st March 2026, the subscribed and paid up capital stand at Rs. 30.45 crores divided into 30,45,76,740 equity shares of Rupees 1/- each.

The equity shares of your Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Ltd. (NSE).

During the year under review, the Company has not taken up any of the following activities:

Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.

Preferential Allotment of Shares: The Company has not issued any securities during the year under review.

08. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

09. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Act.

During the year, the Board of Directors at its meeting held on December 12, 2025, approved a Material Related Party Transaction with Kinex India Private Limited (a related party), for borrowing of money up to an aggregate amount not exceeding INR 100 Crores (Indian Rupees One Hundred Crores Only), in one or more tranches, on such terms as may be mutually agreed. The Members approval was obtained through Postal Ballot, results of which were declared on February 10, 2026.

The details of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, annexed as Annexure -III to this Report.

12. DETAILS OF BOARD MEETINGS:

During the financial year ended 31st March 2026, the Board met 11 (Eleven) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and SEBI Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.

13. APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointments: Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921)

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, at its meeting held on June 19, 2025, appointed Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921) as an Independent Director of the Company for a term of five (5) consecutive years, with effect from June 19, 2025.

The aforesaid appointment was subsequently approved by the Members of the Company by way of a Special Resolution passed through Postal Ballot on July 22, 2025.

Re-appointment:

Mr. Krishna Kishore Madicharla (DIN: 07582428)

The first term of office of Mr. Krishna Kishore Madicharla (DIN: 07582428) as an Independent Director is due to expire on March 28, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the

Members of the Company approved his re-appointment as an Independent Director for a second term of five (5) consecutive years by way of a Special Resolution passed through Postal Ballot on June 26, 2026.

Mr. N. Vidhya Sagar Reddy (DIN: 09474749)

The present term of office of Mr. N. Vidhya Sagar Reddy (DIN: 09474749) as Managing Director of the Company expires on August 13, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 12 th August, 2026 approved, subject to the approval of the Members at the ensuing Annual General Meeting, his re-appointment as Managing Director for a further term of three (3) consecutive years commencing from August 14, 2026 and ending on August 13, 2029, on such terms and conditions, including remuneration, as approved by the Board and set out in the Notice convening the ensuing Annual General Meeting.

Director liable to retire by rotation:

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Ms. Vilasitha Dandamudi (DIN: 08272465 Non-Executive & Non-Independent Directors are liable to retire by rotation at the ensuing AGM and being eligible, offered themselves for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommended her reappointment. Relevant resolution seeking shareholders approval forms part of the Notice.

Resignations:

Mrs. Sujata Cyril Borde (DIN: 09620880) ceased to be an Independent Director of the Company with effect from March 28, 2026, upon completion of her first term of three (3) consecutive years. The Board of Directors places on record its sincere appreciation for her valuable guidance, support, and contributions during her tenure as an Independent Director of the Company.

Key Managerial Personnel:

The Company has the following KMPs as on 31st March, 2026; Mr. N. Vidhya Sagar Reddy - Managing Director & Chairman Ms. Kosuri Kanaka Ramya - Chief Financial Officer (CFO) Ms. Diksha Omer- Company Secretary & Compliance Officer

During the Financial Year 2025-26, there were no changes in the KMP:

14. BOARD EVALUATION:

The performance evaluation process and related tools are reviewed by the Nomination & Remuneration Committee on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. On the basis of Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors.

The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, board meeting practices and overall Board effectiveness.

The Independent Directors had a separate meeting held on 18th March, 2026. No Directors other than Independent Directors attended this meeting. Independent Directors discussed inter-alia the performance of Non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors and took note of the quality, quantity and timeliness of flow of information between the company management and the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the

Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors 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 judgment and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management.

The company affirms that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

17. BOARD AND COMMITTEES OF THE BOARD:

As on 31 st March, 2026, the following are the Committees of Board of Directors of the Company constituted under Companies Act, 2013 and applicable of SEBI (LODR) Regulations. a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee Apart from the above mandatory Committees the Company has the following additional Committees for the smooth functioning of the Company: e. Management Committee: This Committee was formed for smooth functioning of the Company. f. Rights Issue Committee: This Committee was formed to oversee the process of Rights Issue of the Company.

During the year under review, all recommendations of the Committees were approved by the Board. The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

18. REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at http://www. aviostack.in. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

19. RISK MANAGEMENT:

Pursuant to Regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee, details of the Committee along with terms of reference are provided in the Corporate Governance Report which form an integral part of this Annual Report.

The Company has framed a Risk Management Policy to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business of the Company. The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Risk Management Policy is hosted on the Company website https:// aviostack.com/codes-and-policies/

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company did not have required profits (average net profits for the last three financial years), net worth (Rs. 500/- crores or more) and turnover (Rs. 1000/- crores or more) it was not obligated to contribute towards CSR activities during FY 2025-26. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities.

21. STATUTORY AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S), Hyderabad, were the Statutory Auditors of the Company and had conducted the audit for the quarters ended June 30, 2025 and September 30, 2025.

M/s. Brahmayya & Co., Chartered Accountants, tendered their resignation vide their letter dated November 14, 2025, citing pre-occupation with other professional commitments and their inability to continue as Statutory Auditors before the expiry of their term, thereby creating a casual vacancy.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on November 14, 2025, approved the appointment of M/s. SVRL & Co., Chartered Accountants (Firm Registration No. 016182S), to fill the casual vacancy. The Members ratified this appointment through Postal Ballot on 17 th December. M/s. SVRL & Co., Chartered Accountants, shall hold office till the conclusion of the ensuing Annual General Meeting and have conducted the statutory audit for the financial year ended March 31, 2026.

Auditors Report:

The Statutory Auditors have issued unmodifiedopinion in theirAuditors Report for the financial year ended March 31, 2026 and there are no qualifications, reservations or adverse remarks in the Auditors Report.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

23. INTERNAL AUDITORS:

M/s. Kommula & Co., Chartered Accountants, Hyderabad have been appointed as Internal Auditor for FY 2025-26. Reports of the Internal Auditor for the year were submitted to the Audit Committee & Board.

24. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors appointed M/s. SI and Associates, Practicing Company Secretaries, as the

Secretarial Auditors of the Company for a period of five (5) years from FY 2025-26 to FY 2029-30, based on the recommendation of the Audit Committee.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2026, on compliance with the applicable provisions of the Companies Act, 2013, and other applicable laws, and has noted that the Report does not contain any qualification, reservation, adverse remark, or disclaimer made by the Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report as

Annexure-IV.

Annual Secretarial Compliance Report:

The Company has filed the Annual Secretarial Compliance Report for the financial year 2025-26 with the BSE Limited and National Stock Exchange of India Limited, the report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations, 2015.

25. COST AUDITORS:

Cost audit is not applicable to the Company

26. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committedintheCompanybyitsOfficersor Employees to the Audit Committee under section 143(12) of the Act.

27. HUMAN RESOURCES:

The Management recognises that your Companys people are the key resource and endeavours to enable all employees to deliver on business requirements while meeting their personal and professional aspirations. Human Resources play a pivotal role in effective implementation of key strategic decisions. The Management aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. The Management believes in inclusivity and is committed to and has always maintained gender diversity & equality in the organization. Employee engagement programmes are organized with the objective of securing the teams volition for your Companys mission. The Management encourages participation of employees in social activities and provides healthy work environment including flexi timing wherein employees can maintain work life balance.

Employee relations - Healthy, cordial, and harmonious employee relations are maintained at all times and across levels by your Company.

28. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached as Annexure-V to this report.

. SI and Associates, Company Secretaries confirming compliance with the conditions of Thecertificate corporate governance is also attached to the Corporate Governance Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to the provision of Section 134 of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 is annexed hereto and marked Annexure VI and forms part of this Report.

30. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2)/(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors Report at Annexure VII.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013:

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Companys website i.e. www.aviostack.in

Internal Complaints Committee has been set up as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

32. COMPLIANCE WITH PROVISIONS OF MATERNITY BENEIFT ACT, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

During the year, there were no significant material orders passed the going concern status of the Company.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, companies are required to transfer to the IEPF any dividend amounts and related shares that remain unclaimed/unpaid for a period of seven consecutive years, along with other amounts specified under the said provisions.

During the financial year under review, there were no such amounts lying unclaimed or unpaid with the Company for the prescribed period. Accordingly, no amount was required to be transferred to the Investor Education and Protection Fund. However, the Company is under the process of transferring un-claimed dividend of INR 4.91

Lakhs, pertaining to the financial year 2010-11 to IEPF.

36. DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the

Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They 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 i.e. March 31, 2026 and of the profit of the Company for that period.

c. They 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 the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2026 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

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

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behaviour. In compliance with requirements of the Act & SEBI Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behaviour etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who adopts the mechanism for protected disclosure and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The policy is available on the website of the Company at www.aviostack.in.

38. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available on the website of the Company at: www.aviostack.in.

39. VALUATION:

During the year under review, there were no instances of one time settlement with any Banks or Financial Institutions.

40. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

41. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (Insider Trading Code) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.aviostack.in.

42. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/ its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at www.aviostack.in.

43. INDUSTRY BASED DISCLOSURE:

The Company is not a NBFC, Housing Finance Companies etc., and hence Industry based disclosures is not required

44. CHANGE OF NAME OF THE COMPANY:

During the year under review, the name of the Company was changed from Bartronics India Limited to Avio Smart Market Stack Limited.

The Members of the Company approved the change of name by way of a Special Resolution passed through Postal Ballot on February 8, 2026. Pursuant to the approval of the Members and upon receipt of the requisite approvals from the statutory authorities, the Registrar of Companies, Central Processing Centre, issued a Fresh Certificate of Incorporation consequent upon the change of name on February 23, 2026.

Accordingly, the name of the Company stands changed to Avio Smart Market Stack Limited with effect from February 23, 2026. The change of name does not affect the legal status or corporate identity of the Company, nor does it impact any of its existing rights, obligations, contracts, or liabilities. All existing business operations of the Company continue without interruption under the new name.

45. OTHER INFORMATION:

Business Responsibility & Sustainability Report:

As the Company does not fall under top 1000 Listed entities, therefore Business Responsibility & Sustainability Report (BRSR) is not forming part of this report.

Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.aviostack.in.

Environment and Social Obligation:

The Companys plants comply with all norms set up for clean and better environment by the competent authorities.

The Company undertakes regular checks / inspections including certification for the maintenance of the environment.

The Company values environmental protection and safety as the major considerations in its functioning. The

Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

Listing:

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532694) and National Stock Exchange of India Limited (Scrip Code: ASMS). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2025-26.

Revision of Financial Statements:

There was no revision of the financial statements for the year under review.

46. APPRECIATION AND ACKNOWLEDGEMENT:

The Directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For Avio Smart Market Stack Limited
(formerly known as Bartronics India Limited)
Sd/- Sd/-
N. Vidhya Sagar Reddy Vilasitha Dandamudi
Managing Director Director
DIN: 09474749 DIN: 08272465
Place: Hyderabad
Date: 03.09.2026

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