AVP Infracon Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the 16th Boards Report of the Company together with the Audited financial statements (standalone and consolidated) for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The Companys financial performance for the year ended 31^st March 2025 is summarized below:

(Amount in Rs. In Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	27,245.24	15,100.24	29,281.27	16,086.79
Other Income	382.72	174.38	215.89	68.84
Total Revenue	27,627.96	15,274.61	29,497.15	16,155.63
Cost of Consumption	8,032.05	8,530.36	8,817.76	8,528.28
Other Direct Expenses	12,414.72	2,564.64	12,756.07	2,966.44
Employee Benefit Expenses	985.64	682.96	1,207.41	843.04
Finance Costs	1,168.42	652.78	1,305.45	714.72
Depreciation And Amortization Expenses	375.17	279.57	441.84	337.94
Other Expenses	288.26	152.99	431.25	209.35
Total Expenses	23,264.26	12,863.29	24,959.77	13,599.77
Profit/ (Loss) before Tax	4,363.71	2,411.32	4,537.38	2,555.87
Current Tax	1,012.43	572.56	1,140.72	638.53
Deferred Tax	41.62	9.67	6 9.27	34.66
Tax Adjustment for earlier years	-	-	-	-
Profit/ Loss After Tax	3,309.65	1,829.08	3 ,327.39	1,882.68

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2024-25, Revenue From operation on a standalone basis stood at Rs. 27,245.24 Lakhs as against Rs. 15,100.24 Lakhs in the previous year 2023-24 registering a growth of 80.43%. The total expenditure of the company was Rs. 2,3264.26 Lakhs (on Standalone basis) as against Rs. 1,2863.29 Lakhs in the previous year 2023-24, an increase of 80.86%. Profit before exceptional items and tax for the current year is Rs. 4,363.71Lakhs as against Rs. 2,411.32 Lakhs in the previous year 2023-24 a growth of 80.97%. Profit after tax for the current year is Rs. 3,309.65 Lakhs as against Rs.1,829.08 Lakhs in the previous year 2023-24 a growth of 80.95%.

During the financial year 2024-25, Revenue From operation on a consolidated basis was Rs. 29,281.27 Lakhs as against Rs. 16,086.79 Lakhs in the previous year 2023-24 registering a growth of 82.02%. The total expenditure of the company was Rs. 24,959.77 Lakhs (on Consolidation basis) as against Rs.13,599.77 Lakhs in the previous year 2023-24, an increase of 83.53%. Profit before exceptional items and tax for the current year is Rs.4,537.38 Lakhs as against Rs. 2,555.87 Lakhs in the previous year 2023-24 a growth of 77.53%. Profit after tax for the current year is Rs. 3,327.39 Lakhs as against Rs. 1,882.68 Lakhs in the previous year 2023-24 a growth of 77.77%.

BUSINESS OUTLOOK

The Company is engaged mainly in construction activities including infrastructure developmental works, constructions work such as technically complex and high value projects like Express ways, National Highways, Flyovers, Bridges and Viaducts, Irrigation Projects, Urban Development - Civic amenities and other projects.

The increased outlay for infrastructure development and introduction of various programs by the Central Government to promoter infrastructure is expected to provide the company with significant opportunities which if materialized will results in substantial increase in the order book translating more revenue and profits in the coming years.

A more detailed explanation of the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

CHANGE IN THE NATURE BUSINESS OF COMPANY

During the year under review, there was no change in the nature of the Companys business.

LISTING OF THE COMPANY

The equity shares of the Company was successfully listed on NSEs SME platform “EMERGE” on 20th March2024. The company has complied with all regulatory requirements applicable to it as a listed company including payment of annual Listing Fees for the Year 2025-26 to NSE, the stock exchange where companys equity shares are presently listed.

SHARE CAPITAL

As on March 31, 2025, the Company has an authorized share capital of Rs. 25,00,00,000 consisting of 2,50,00,000 Equity Shares of Rs.10/- each. During the year there was no change in the Authorized Capital of the Company.

As on 31^st March 2025 the issued, subscribed and paid-up capital of the Company is 24,97,92,000 Rupees comprising of 2,49,79,200 shares of 10/- each. During the year there was no change in the issued, subscribed and paid-up capital of the Company.

Further it is hereby confirmed that, during the year under review the Company has not:

i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise

iii) issued any sweat equity shares or ESOPs to its directors or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from restructuring

vii) failed to implement any corporate action

The Companys securities were not suspended for trading during the year since its listing.

DIVIDEND

The Board of Directors, after careful consideration of the Companys financial position, ongoing growth and expansion plans, and the need to strengthen working capital, has decided not to recommend any dividend for the financial year ended March 31, 2025. This decision is aimed at conserving resources to support the Companys future business requirements.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Companys website at link https://www.avpinfra.com/.

UNCLAIMED DIVIDEND

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund (“IEPF”) of the Central Government.

TRANSFER TO RESERVES

During the year under review, the Company has not proposed to transfer any amount to the reserves.

AWARDS, RECOGNITION AND CERTIFICATIONS

Our Company is accredited with ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) certifications. These recognitions reflect our commitment to delivering superior quality, promoting environmental sustainability, and ensuring a safe and healthy workplace for all stakeholders..

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report. There were no revisions to the financial statements and the Boards Report of the Company during the year under review.

DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on March 31, 2025, an amount of Rs. 14,310.07 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans. The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) & 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended 31^st March 2025 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 are operating effectively; and

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 GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not granted any loans, made any investments, provided any guarantees, or given any securities falling within the ambit of Section 186 of the Companies Act, 2013 during the year under review, except the Investment in AVP Renewable Energies Limited, a Wholly Owned Subsidiary Company and M/s Kanthan Blue Metal, a partnership firm wherein the Company holds a 90% share of profit. The Company has also extended a corporate guarantee of up to Rs.17.00 crore to secure the loan facility availed by the said firm. The details of the aforesaid investments are disclosed under Note 13 of the Notes to Financial Statements.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties during the year were on arms length basis and in the ordinary course of the business. Related party transactions entered into by the Company during the year were approved by the audit committee and the Board from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report. The Company has also obtained approval of the shareholders for related party transactions undertake during the financial year 2024-25 which are material in nature irrespective of the fact that they are on arms length basis and in the ordinary course of the business. The approval of the shareholders is being sought in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of material related party transactions proposed during the financial year 2025-26 at the ensuing Annual General Meeting The details of materially significant related party transactions entered into by the Company during the financial year 2024-25 are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -I to this report.

All transactions with related parties are in accordance with the RPT Policy. The policy on materiality of related party transactions and dealing with related party transactions (“RPT Policy”) formulated by the Board can be accessed at https://www.avpinfra.com/

ANNUALRETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 is available on the Companys website and can be accessed at https:// www.avpinfra.com/

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31^st March 2025, the Board of Directors comprised of 7 Directors which includes 3 Independent Directors (including 1 women Independent Director), 1 Non- Executive Director and 3 Executive Directors which includes Chairman S Managing Director, Joint Managing Director S CFO S a Whole Time Director.

During the year there is no change in constitution of Board of Directors.

Brief profile of Directors is available at Companys website at https://www.avpinfra.com/. The composition of the Board consists of a combination of Executive and Non- Executive Directors and not less than 1/3^rd of the Board comprises of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 08 (Eight) meetings of the Board of Directors, which were held on 29^th May2024, 5^th July2024, 30th August24, 23^rd September24, 29^th October 2024, 31^st January2025, 20^th February2025 and 26^th March2025, the provisions of Section 173 and other applicable provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the Board of Directors and the details of meetings attended by its members during the financial year 2024-2025 are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Dhandayuthapani Prasanna	Chairman and Managing Director	8	8
2	Mr.Bollam Venkateshwaralu	Whole Time Director & CFO	8	8
3	Mr.Dhandayuthapani Vasanth	Whole Time Director	8	8
4	Mrs. Dhandayuthapanni Bhagyavathy	Director	8	8
5	Mr. Rajan Ethiraja	Independent Director	8	8
6	Mrs. Priya Rao	Independent Director	8	8
7	Mr. Chellasamy Rajendran	Independent Director	8	8

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board at the meetings covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.

Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

C. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Mrs. D. Bhagyavathy (DIN: 10341505) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

D. KEY MANAGERIAL PERSONNEL

D. Prasanna, Chairman & Managing Director, Bollam Venkateshwaralu, Joint Managing Director & CFO and Priyanka Singh, Company Secretary are the Key Managerial Personnel (“KMP”) of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, there were no changes in the KMP of the Company

The following are Board of Directors/KMPs of the Company as on 31.03.2025:

Name	DIN/PAN	Designation
Mr. D. Prasanna	02720759	Chairman and Managing Director
Mr.Bollam Venkateshwaralu	02720729	Joint Managing Director & CFO
Mr.D. Vasanth	10330344	Whole Time Director
Mrs. D. Bhagyavathy	10341505	Director
Mr. Rajan Ethiraja	09688086	Independent Director
Mrs. Priya Rao	00717336	Independent Director
Mr. Chellasamy Rajendran	10345090	Independent Director
Ms. Priyanka Singh	BWFPS0084L	Company Secretary S Compliance Officer

The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. P PN and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Fourteenth (14^th)Annual General meeting held on September 30, 2023 until the conclusion of Nineteenth (19^th) AGM of the Company to be held in the calendar year 2028. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024- 25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

B. COST AUDITOR, COST RECORDS AND COST AUDIT / COMPLIANCE:

The Company has maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2024-25, M/s SVM S Associates, Cost Accountants, Chennai, Firm Registration No: 000536, have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s SVM S Associates, Cost Accountants, Chennai, Firm Registration No: 000536, as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-2026.

C. SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT

M/s. SKD S Associates, Company Secretaries, (Firm Regn. No. S2023TN958600) were appointed as Secretarial Auditors of the Company for the financial year ended on March 31, 2025. The Secretarial Audit report for the financial year 2024-25 in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act received from M/s. SKD S Associates is provided in Annexure III forming part of this report. The Secretarial Auditors Report for the Financial year 2024- 25 does not contain any qualification, reservation or adverse remarks and the same is self-explanatory.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. SKD & Associates, as the Secretarial Auditors of the Company to conduct the secretarial audit for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations and provisions of Section 204(1) of the Companies Act, 2013. M/s. SKD & Associates has given consent and confirmed that he is not disqualified from being appointed as the Secretarial Auditor of the Company and satisfies the eligibility criteria. The profile of the Secretarial Auditor is provided as part of the explanatory statement to the AGM Notice.

D. INTERNAL AUDITOR:

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed M/s Sethuraman Prabu S Associates, Chartered Accountant, as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit reports are periodically reviewed by the Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

None of the Auditors of the Company has identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for 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 the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition S Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of cases pending for more than ninety days during the financial year	0
Number of complaints pending as at the end of the financial year	0

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees.

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

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility (“CSR”) Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2024-25 in the prescribed format are annexed as Annexure- IV.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) S 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE V to this Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.avpinfra.com/.

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024-25 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE- VI.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

As on 31^st March 2025, the company has a Wholly Owned Subsidiary Company in the name of “AVP RENEWABLE ENERGIES LIMITED” in Chennai, Tamil Nadu, India which was incorporated on 1^st October 2024 vide CIN U43222TN2024PLC173822. As on 31^st March 2025, the company does not have any Joint Venture. However, it is a majority partner in partnership firm viz., M/s. AVP RMC - Firm bearing Registration No. 523/2017 and M/S. KANTHAN BLUE METALS- Firm bearing Registration No. 219/2024. There has been no material change in the nature of the business of the said firms. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-II.

AVP RENEWABLE ENERGIES LIMITED which was incorporated on 1st October 2024 is engaged in the business of providing end-to-end solar energy solutions, from initial consultation and design to installation and maintenance which helps the Company to carry out its business more economically or more efficiently. For the year ended 31^st March, 2025, AVP RENEWABLE ENERGIES LIMITED has earned a total income of Rs. 27.73 Lakhs and has made Profit after Tax of the Rs. 0.42 Lakhs. The financial and other details of the said entity for the Year ended 31-03-2025 are as under:

(Amount in YTD.)

Particulars	Financial year 202425 (in Rs. In Lacs.)	Financial year 2023-24 (in Rs. In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performance of consolidated entity	Financial year 2023-24 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	27.73	Nil	0.09%	Nil
Other Income	-	Nil	-	Nil
Total Revenue	27.73	Nil	0.09%	Nil
Total Expenditure	26.96	Nil	0.11%	Nil
Depreciation and amortizations	0.22	Nil	0.05%	Nil
Profit/(Loss) before Tax	0.55	Nil	0.01%	Nil
Current Tax	-	Nil	-	Nil
Deferred Tax	0.13	Nil	0.19%	Nil
Profit/(Loss) after Tax	0.42	Nil	0.01%	Nil

AVP RMC is engaged in the business manufacture and supply of Readymix Concrete and other allied products, which helps the Company to carry out its business more economically or more efficiently. For the year ended 31^st March, 2025, AVP RMC has earned a total income of Rs. 2559.49 Lakhs and has made Profit/ (Loss) after Tax of the Rs. 278.33 Lakhs. The financial and other details of the said entity for the Year ended 31-03-2025 are as under:

(Amount in YTD.)

Particulars	Financial year 2024-25 (in Rs. In Lacs.)	Financial year 2023-24 (in Rs. In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performance of consolidated entity	Financial year 2023-24 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	2554.78	1584.06	8.72%	9.85%
Other Income	4.71	0.95	2.18%	1.38%
Total Revenue	2559.49	1585.01	8.68%	9.81%
Total Expenditure	2072.44	1275.61	8.45%	9.62%
Depreciation and amortizations	59.03	58.37	13.36%	17.27%
Profit/(Loss) before Tax	428.02	251.03	9.43%	9.82%
Current Tax	128.29	65.96	11.25%	10.33%
Deferred Tax	21.40	24.99	30.89%	72.1%
Profit/(Loss) after Tax	278.33	160.08	8.36%	8.50%

KANTHAN BLUE METALS is engaged in the business of manufacturing and selling of Blue Metals, Quary Dust, M-sand and P-sand which helps the Company to carry out its business more economically or more efficiently. For the year ended 31^st March, 2025, KANTHAN BLUE METALS has earned a total income of Rs. 59.43 Lakhs and has made Profit/ (Loss) after Tax of the Rs. (105.21) Lakhs. The financial and other details of the said entity for the Year ended 31-03-2025 are as under:

(Amount in YTD.)

Particulars	Financial year 202425 (in Rs. In Lacs.)	Financial year 2023-24 (in Rs. In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performance of consolidated entity	Financial year 2023-24 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	59.43	Nil	0.20%	Nil
Other Income	-	Nil	-	Nil
Total Revenue	59.43	Nil	0.20%	Nil
Total Expenditure	151.11	Nil	0.62%	Nil
Depreciation and amortizations	7.42	Nil	1.68%	Nil
Profit/(Loss) before Tax	(99.10)	Nil	-2.18%	Nil
Current Tax	-	Nil	-	Nil
Deferred Tax	6.11	Nil	8.82%	Nil
Profit/(Loss) after Tax	(105.21)	Nil	-3.16%	Nil

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Managing / Whole Time Director of your Company has not received any remuneration from the holding/ subsidiaries during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2025.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

As on March 31, 2025, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee of the Company consists of 3 Independent Directors. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee

During the Financial Year 2024-25, the Company held 04 (Four) Audit Committee meetings on 29^th May2024, 23^rd September2024, 29^th October2024, and 26^th March2025.

The following Directors are the members of Audit Committee and the details of meetings attended by its members during the financial year 2024-25 are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Ms. Priya Rao (DIN: 00717336)	Chairperson	04	04
2	Mr. Rajan Ethiraja (DIN: 09688086)	Member	04	04
3	Mr. Chellasamy Rajendran (DIN: 10345090)	Member	04	04

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.avpinfra.com/

B. NOMINATION AND REMUNERATION COMMITTEE

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. https://www. avpinfra.com/

During the Financial Year 2024-25, the Company held 01 (One) Nomination and Remuneration Committee meetings on 29^th May, 2024.

The following Directors are the members of nomination and Remuneration Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Rajan Ethiraja (DIN: 09688086)	Chairperson	01	01
2	Ms. Priya Rao (DIN: 00717336)	Member	01	01
3	Mr. Chellasamy Rajendran (DIN: 10345090)	Member	01	01

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.avpinfra. com/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The following Committee of Directors looks after the Investor Grievances. During the Financial Year 2024-25, the Company held 01 (one) Stakeholders Relationship Committee meetings on 29^th May, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

b	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Ms. Priya Rao (DIN: 00717336)	Chairperson	01	01
2	Mr. Rajan Ethiraja (DIN: 09688086)	Member	01	01
3	Mr. Chellasamy Rajendran (DIN: 10345090)	Member	01	01

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.avpinfra.com/

D. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. During the Financial Year 2024-25, the Company held 01 (One) Risk Management Committee meetings, viz 29^th May, 2024.

The following Directors are the members of Risk Management Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Chellasamy Rajendran (DIN: 10345090)	Chairperson	01	01
2	Mr. Rajan Ethiraja (DIN: 09688086)	Member	01	01
3	Ms. Priya Rao (DIN: 00717336)	Member	01	01

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.avpinfra.com/.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2024-25, the Company held 01 (One) Corporate Social Responsibility Committee meeting on viz 5^th July, 2024.

The following Directors are the members of Corporate Social Responsibility Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Chellasamy Rajendran (DIN: 10345090)	Chairperson	01	01
2	Mr. Rajan Ethiraja (DIN: 09688086)	Member	01	01
3	Ms. Priya Rao (DIN: 00717336)	Member	01	01

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.avpinfra.com.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist 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. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.avpinfra. com

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.avpinfra.com.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on January 23, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

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

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.avpinfra.com

CODE FOR PREVENTION OF INSIDER-TRADING

The company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of “legitimate purposes” forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house. This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODEOFCONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.avpinfra.com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.avpinfra.com.

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below.

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate, Mumbai - 400011, Maharashtra, India

Tel: +91 022 2301 8261 , Fax No: +91 022 2301 2517

E-mail: support@purvashare.com , Website: www.purvashare.com

DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Companys ISIN No. is INE0R9401019.

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023, on “Online Resolution of Disputes in the Indian Securities Market” a common Online Dispute Resolution Portal (“ODR Portal”) which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid- up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

CREDIT RATING

In the absence of issue of any debt securities, the Company has not obtained any credit rating with respect to any debt securities. Further, CRISIL has assigned a long-term rating of BBB-/ Stable and short-term rating of CRISIL A3 for the credit facilities availed by the Company from Banks.

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

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

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.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 20th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at https://avpinfra.com.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@avpinfra.com.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Ms. Priyanka Singh,

Company Secretary & Compliance Officer

Registered office : Plot No.E-30, II nd Floor, II nd Avenue, Besant Nagar, Chennai, Tamilnadu- 600090,

Contact No. +91 44 48683999;

E-mail: cs@avpinfra.com.

BUSINESS LOCATIONS

As on March 31, 2025, the company has its place of business (Factory Unit) in the following location;

CHENNAI, TAMILNADU Plot No.E-30, II nd Floor, II nd Avenue, Besant Nagar, Chennai, Tamilnadu- 600090,

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board of Directors of	D. Prasanna	Bollam Venkateshwaralu
AVP INFRACON LIMITED	Chairman & Managing Director	Joint Managing Director
Place: Chennai	(DIN:02720759)	(DIN: 02720729)
Date: 05/09/2025