AVSL Industries Ltd Directors Report

23RD ANNUAL REPORT 2025-2026

To The Members,

AVSL Industries Limited

Your directors have pleasure in presenting this 23rd Annual Report on the affairs of the Company together with the audited statement of account for the financial year ended March 31st, 2026.

FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2026 is summarized below:

(INR in Lakh)

PARTICULARS 2025-2026 2024-2025

Revenue from operations 15009.79 13913.41

Other Income 97.41 170.53

Total Revenue 15,107.20 14083.95

Total Expense 14,793.54 13738.73

PROFIT BEFORE TAXATION 296.16 342.73

Less: Provision for Taxation 98.41 99.31

Income Tax for Earlier Years (0.44) (1.97)

Less: Deferred Tax (14.57) (7.38)

PROFIT AFTER TAX 212.76 252.77

PERFORMANCE REVIEW

During the Financial Year 2025- 26, the Company has achieved the Revenue from operations of Rs. 15,009.79 (in Lakh) as compared to Rs. 13913.41 (in Lakh) in Financial Year 2024- 25. The Profit before tax for the Financial Year 2025- 26 stood at Rs. 296.16 (in Lakh) as compared to Rs 342.73 (in Lakh) achieved in Financial Year 2024- 25.

The Profit after tax stood at Rs. 212.76 (in Lakh) for Financial Year 2025- 26 as compared to Rs 252.77 (in Lakh) for the Previous Year.

DIVIDEND:

The Directors have retained the reserves and surplus as they have plans for expansion and diversification of Business. The Company is in the growth stage and so it is better to retain its Reserves and Surplus and reinvest to support the expansion and diversification plans.

TRANSFER TO RESERVES

The Company has transferred Rs 212.76 (in Lakh) from Surplus in Profit and Loss Account.

INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company during this year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no material changes in the nature of business of the Company.

CAPITAL STRUCTURE

During the year under review, the Company has not altered/modified its Authorized Share Capital and the paid- up capital. The details are mentioned below:

A. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

D. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

E. FRESH ISSUE OF SHARES:

The Company has not issued any shares in the financial year 2025- 2026.

The Paid- up Equity Share Capital of the Company as on 31st March 2026 was Rs 5,33,11,200 divided into 53,31,120 Equity Shares of Rs 10/- each fully paid up.

DEPOSITORY SYSTEM:

The Companys equity shares are in demand through National Securities Depository Limited and Central Depository Services India Limited.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE 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 it is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

SHARE RECONCILIATION AUDIT

As stipulated by SEBI, Ms. Garima Ahuja, Qualified Practicing Company Secretary from Delhi, carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter, and the report thereon is submitted to the NSE (India).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval, and the particulars of contracts entered during the year as per Form AOC- 2 are enclosed.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.avsl.co.in under investors info.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

NAME OF THE COMPANY, WHICH HAVE BEEN BECOME/CEASED TO BE SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any subsidiaries, joint ventures or associate companies during the financial year 2025- 2026.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no inter se relationship between Directors of the Company except Mr. Sanjay Bansal, Chairman & Managing Director of the Company and his wife Ms. Priti Bansal, Director of the Company.

NUMBER OF MEETINGS OF THE BOARD:

As per Section 173 of the Companies Act, 2013, read with the rules made thereunder, dates for Board Meetings are well decided in advance and communicated to the Board, and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met Thirteen (13) times during the year i.e. April 28th 2025, May 20th 2025, May 30th 2025, July 18th 2025, July 28th 2025, September 06th 2025, November 03rd 2025, November 10th 2025, November 14th 2025, November 19th 2025, December 06th 2025, February 25th 2026, and March 30th 2026.

Sr.no Name of the Director Category/Status of Directorship No. of Directorships in other public limited companies No. of Committee positions held in other public limited companies - Chairman No. of Committee positions held in other public limited companies - Member No. of Equity Shares held in the Company as on March 31, 2026

1

. Mr. Sanjay Bansal Managing Director Nil Nil Nil 17,82,500

2. Priti Bansal Director Nil Nil Nil 1,56,400

3. Rajeev Thukral Non-Executive Director Nil Nil Nil Nil

4. Dhirendra Sangal Non-Executive Independent Director Nil Nil Nil Nil

5. Sugreev Singh Non-Executive Independent Director Nil Nil Nil Nil

COMMITTEES OF THE BOARD:

I. The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Internal Complaints Committee

AUDIT COMMITTEE:

The Audit Committee of the Board met five (05) times during the financial year. The maximum time gap between two consecutive meetings was not more than 120 days. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Composition as on 31st March 2026 is mentioned below:

Sr.no Name of the Director Designation Position in Committee No. of meetings held in the year No. of meetings attended during the year

1. Dhirendra Sangal NEID Chairman 5 5

2. Sanjay Bansal Managing Director Member 5 5

3. Sugreev Singh NEID Member 5 5

The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting and internal controls of the Company. The powers and role of the Audit Committee are as set out in the SEBI (LODR) and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process.

Further, the Audit Committee is also functional as per the provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company met two (02) times during the F.Y. 2025- 26. The Composition of the Committee in Committee meetings is mentioned below:

Sr.no Name of the Director Designation Position in Committee No. of meeting held in the year No. of meeting attended during the year

1. Dhirendra Sangal NEID Chairman 2 2

2. Ashish Garg (Resigned on 28/07/2025) NED Member 2 1

3. Sugreev Singh NEID Member 2 2

4. RAJEEV THUKRAL (Appointed on 18/07/2025) NED Member 2 1

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

CORPORATE SOCIAL RESPONSIBILITY:

The Committee was formed on October 31, 2020 under the leadership of Mr. Sanjay Bansal, Promoter & Managing Director of the Company.

The provisions of Section 135 of the Companies Act, 2013 relating to mandatory Corporate Social Responsibility (CSR) expenditure are not applicable to the Company for the financial year 2025- 26. However, the Company, as a matter of good corporate practice and on a voluntary basis, has undertaken and incurred expenditure towards CSR activities during the year.

The Company has constituted a Corporate Social Responsibility Committee, which met two (2) times during the financial year 2025- 26. Although the Company is not statutorily required to incur CSR expenditure under Section 135 of the Companies Act, 2013, the expenditure incurred towards CSR activities during the year was made voluntarily by the Company as part of its commitment towards social and community welfare.

Accordingly, the CSR activities undertaken and the expenditure incurred by the Company during the financial year 2025- 26 are voluntary in nature and are not pursuant to any mandatory CSR obligation under Section 135 of the Companies Act, 2013.

Sr. no Name of the Director Designation Position in Committee No. of meetings held in the year No. of meetings attended

1. Sanjay Bansal Managing Director Chairman 2 2

2. Priti Bansal Director Member 2 2

3. Dhirendra Sangal NEID Member 2 2

INTERNAL COMPLAINTS COMMITTEE:

An Internal Complaints Committee ("ICC"/ "Committee") will be set up by AVSL which will deal with all cases of alleged Sexual Harassment whether escalated to it by any Aggrieved Person or AVSLs Employee or taken up suo- moto by AVSL, to prevent instances of Sexual Harassment and to receive and effectively deal with the Complaints of Sexual Harassment and to otherwise implement the Policy.

The Composition of the Committee is mentioned below:

Sr. No. Name of the Member Designation Contact details

1. Suman Arora Company Secretary (Presiding Officer) 9821840300

2. Priti Bansal Director 9811124360

3. Anju Arora NGO Member (External Member) 9821881396

4. Rahul Chhajer General Manager 9811158111

Provided, however, that a person shall cease to hold office as a Member of the Internal Complaints Committee if he/she ceases to be an Employee on account of resignation, termination, death, or for any other reason whatsoever, and in such case the vacancy shall be filled immediately by AVSL.

II. The Board constitutes additional functional committees, from time to time, depending upon the business needs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr. Rajeev Thukral, Director of the Company, is liable to retire by rotation at the Annual General Meeting and, being eligible, has offered himself for re- appointment. Accordingly, the proposal for his re- appointment has been included in the Notice conveying the Annual General Meeting of the Company.

A brief resume of directors seeking re- appointment consisting of the nature of expertise in specific functional areas and name of companies in which they hold directorship, membership, chairmanship of committees of the respective Boards, shareholding and relationship between directors as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance, individual Directors, its committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations, etc. was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non- independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

AUDITORS:

(1) STATUTORY AUDITORS

The Members of the Company, at the 20th Annual General Meeting, appointed M/s. RARA & Co. (formerly known as Gupta Jalan & Associates), Chartered Accountants (FRN: 003721N), as the Statutory Auditors of the Company, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2028. The name of the firm has since been changed to M/s. RARA & Co., while the Firm Registration Number (FRN) remains unchanged.

The Auditors have issued their report on the Financial Statements for the Financial Year ended 31st March 2026, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(II) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to annex the Secretarial Audit report with the Board report. Accordingly, the appointment of M/s APMG & Associates, New Delhi has been made by the Board in their meeting held on September 05, 2026 to conduct Secretarial Audit and report thereon for F.Y 2026- 27

Accordingly, the Secretarial Audit Report given by M/s APMG & Associates, New Delhi for the F.Y. 2025- 26 is annexed herewith. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

(III) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rules made thereunder. The appointment of M/s RSAC & Co LLP (FRN: 024475N), New Delhi has been made by the Board in their meeting held on September 05, 2026, to conduct Internal Audit and report thereon for F.Y 2026- 27.

(IV) COST AUDITOR

The Company had appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013; the Cost audit or maintenance of cost records applies to the Company.

The appointment of M/s V.K Gupta & Co. Chartered Accountant Firm (FRN No. 001039), New Delhi had been made by the Board in their meeting held on September 05, 2026 to conduct Cost Audit and report thereon for F.Y 2026- 27.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company. The program also intends to update the Directors on a regular basis on any significant changes therein to be in a position to make well- informed and timely decisions. The policy on familiarization program for Independent Directors is placed on WWW.AVSL.CO.IN

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (as amended) and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2025- 26.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct for Directors and Employees for the Financial Year 2025- 26.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank maintained with it and they are exempted from the requirements of the proficiency self- assessment test. All the Independent Directors have given their declarations stating that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and in the opinion of the Board, the Independent Directors made the said criteria.

REMUNERATION POLICY

The Board of Directors on their recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INTERNAL FINANCIAL CONTROL

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statements and commensurate with its size and nature of business, which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

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

During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the companys operations in future.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which provides a robust framework for dealing with genuine concerns and grievances, and the policy is uploaded on the company website.

MANAGING DIRECTOR AND CFO CERTIFICATION

Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 of the SEBI (LODR) Regulations, 2015. The Managing Director and the Chief Financial Officer also give yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (LODR). The Annual Certificate given by the Managing Director and the Chief Financial Officer is attached.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, form part of this report.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading. The Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. The Company also has a Code of Practices and Procedures of fair disclosures of unpublished price and these code(s) are in line with the PIT regulations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, based on the knowledge and belief and the information and explanations obtained, directors confirm that:

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

b) such accounting policies selected and applied 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 for the financial year ended 31st March, 2026 and of the profit and loss of the company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Annual accounts for the financial year ended 31st March, 2026 have been prepared on a going concern basis;

e) Internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and operating effectively; and

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

CORPORATE GOVERNANCE

Our Company has been complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of Compliance.

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of the regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has specified securities on the SME Exchange.

Therefore, the Corporate Governance Report does not apply to the Company. Hence, the Corporate Governance Report does not form part of this Board Report.

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS- 1 and SS- 2, pertaining to Meetings of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

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.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the Company did not receive any complaint regarding sexual harassment.

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

Pursuant to the provisions of the Maternity Benefit Act of 1961, the Company is fully committed to upholding the essential provisions related to maternity benefits. This dedication ensures that all eligible female employees receive the support and resources they need during this significant period in their lives. Our Company takes pride in fostering a nurturing environment, reinforcing our promise to provide comprehensive assistance and care for our valued employees as they navigate this important transition. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, to the extent applicable.

RISK MANAGEMENT AND ANALYSIS

A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

However, constitution of Risk Management Committee is not applicable as it is applicable to top 500 listed companies only.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one- time settlement of Loans taken from Banks and Financial Institutions.

WEB LINK OF ANNUAL RETURN, IF ANY

Annual return in Form MGT- 7 of the Company for the financial year 2024- 2025 can be accessed at www.avsl.co.in

ACKNOWLEDGEMENTS

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. The Board of Directors would also like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

Finally, yet importantly, your directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

BY ORDER OF THE BOARD OF DIRECTORS

FOR AVSL INDUSTRIES LIMITED

Sd/-

SANJAY BANSAL

MANAGING DIRECTOR

DIN: 0146729