Your Directors have pleasure in presenting the 20^th Annual Report of the Company
together with the Audited Financial Statements of the Company for the year ended
March 31, 2025.

COMPANY’S AFFAIRS & FINANCIAL RESULTS

The Company is engaged in the business of buying, selling, reselling, importing,
exporting, transporting, storing, promoting, marketing or supplying, trading, dealing in
any manner whatsoever in all type of goods on retail as well as on wholesale basis in
India or elsewhere along with manufacturing, producing, processing, importing,
exporting, buying, selling, distributing, and dealing in all kinds of textiles, including
knitted cloth textiles, and readymade garments of all kinds, as well as other similar items
that complement clothing and apparel products.

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

The financial highlights for the Year under review are as under:

OPERATIONAL REVIEW

During the year under review, the Company has recorded a Net profit after tax of
Rs. 160.49 Lacs the year ended 31^st March 2025 as compared to the Net Profit after tax
of Rs. 138.19 Lacs the year ended 31^st March 2024.

TRANSFER TO RESERVE

In order to conserve the resources of the company with response to future requirement of
funds, your Directors, in their wisdom, find it prudent to transfer Rs. 160.49 Lacs to
Reserves of the Company, out of profit earned by the Company during the current
financial year ended on 31^st March, 2025.

CAPITAL STRUCTURE

At present, the Company has only one class of Equity Shares. The authorized share
capital of the company is Rs. (in Lacs) 200.00 divided into 20,00,000 equity shares of Rs.
10/- each. During the year, there is a change in the paid-up capital structure of the
company. The paid-up share capital of the company is Rs. (in lacs) 103.92 divided into
1039158 equity shares of Rs. 10/- each.

During the Financial year, the Company has increased issued, subscribed and paid-up
capital through the Initial Public Offer (IPO) as per table below

After the IPO allotment, the Company was listed on the SME platform of BSE Limited on
14^th January, 2025 and CIN of the Company has been changed from
U14101DL2005PLC137127 to L14101DL2005PLC137127.

DIVIDEND

To consider the growth plan of the company, your director has decided not to recommend
any dividend for this year. Therefore, no amount due for transfer to IEPF. In accordance
with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the requirement to formulate a Dividend Distribution Policy applies to
the top 1,000 listed entities based on market capitalization. As our Company falls does
not fall within this threshold, the formulation and disclosure of a Dividend Distribution
Policy is not applicable to us.

CLASS OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs.
10/-each.

WEB LINK OF ANNUAL RETURN, IF ANY.

The company has posted all Annual Return & other information on its website i.e.
www.avaxapparels.com.

DEMATERIALISATION OF EQUITY SHARES

The Company’s all equity shares had been converted in Dematerialization form in the
both depositories that is National Security Depository Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL). The International Security Identification
Number (ISIN) allotted by NSDL and CDSL to the Company is INE0NQ401016.

NUMBER OF THE BOARD MEETINGS

The Company has conducted 12 Board meetings during the financial year under review
as on: 20.05.2024, 28.06.2024, 12.07.2024, 15.07.2024, 09.08.2024, 13.09.2024,
16.10.2024, 28.10.2024, 14.11.2024, 02.12.2024, 10.01.2025 and 28.03.2025 in
respect of the meeting proper notice were given and the proceeding were properly
recorded.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, with respect to the Directors’
Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st
March 2025, the applicable accounting standards had been followed along
with proper explanation and no material departure have been made from the
same.

(ii) the Directors had 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 and of the profit and loss of the Company for
that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this act for
safeguarding the assets of the company and for preventing and detective fraud
and other irregularities;

(iv) the Director’s had prepared the annual accounts on a 'going concern’ basis.

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

(vi) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN
HIS REPORT.

The Auditors’ Reports does not contain any qualification, reservation or adverse remarks.
The notes on financial Statement referred to in the Auditors’ Report are self-explanatory
and do not require any further comments. No frauds reported by auditors under sub¬
section (12) of section 143 other than those which are reportable to the Central
Government.

STATUTORY AUDITORS

During the year CA Priyank Goyal Partner of M/s. NKSC & Co., Chartered Accountants
(FRN.: 020076N) had been appointed as the Statutory Auditors of the Company with
effect from April 25, 2025 to fill the casual vacancy caused due to the resignation of
existing Statutory Auditors - M/s Arvind Manoj and Associates, Chartered Accountants
(FRN.: 028167N) pursuant to the applicable provisions of Section 139 of the Companies
Act, 2013 and regulation of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the period from 01.04.2024 to 31.03.2025 and will be continued as
Statutory Auditors of the Company up to the 20^th Annual General Meeting of the
Company.

In the upcoming 20^th Annual General Meeting of the Company, CA Priyank Goyal Partner
of M/s. NKSC & Co., Chartered Accountants (FRN.: 020076N) will be appointed as the
Statutory Auditors of the Company for 5 Financial Year i.e. from 01.04.2025 to
31.03.2030 up to the 25^th Annual General Meeting of the Company.

During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013. Auditors’ report is self¬
explanatory and therefore does not require further comments and explanation.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
directors appointed M/s. G Gupta and Associates, Peer Review Company Secretaries as
on 28^th March, 2025 to undertake the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the Financial Year ended 31 March, 2025 is annexed
herewith in Form MR-3 is attached here with as Annexure - A part of this Board Report.
The Secretarial Audit Report does not contain any observation and qualification,
reservation or adverse remark.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS -

The Company has well established systems for internal financial controls as the
Company had appointed M/s VGCA And Associates (Chartered Accountants) FRN-
014283N as an Internal Auditor on 28^th day of June 2024 for conducting an internal
audit of the account for the financial year 2024-25 as per the provision applicable on the
company.

The role of internal auditors includes but is not limited to review of internal systems,
standard operating procedures, adherence to statutory laws & other operational norms,
as set by the management, monitoring of implementation of corrective actions required,
reviewing of various policies and ensure its proper implementation, etc. The Internal
Auditor directly reports to the Audit Committee.

DECLARATION OF INDEPENDENT DIRECTORS

As per the provisions of Section 149 pertaining to the appointment of Independent
Directors, a declaration has been received from Independent Directors made U/s 149(6)
of the Companies Act, 2013 and The Board of Directors of your Company state that all
the Independent Directors meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013.

In opinion of the Board, Mr. Gurvinder Singh Vohra (DIN 09783549), Mr. Amitabh
Agrawal (DIN 00124966) & Mr. Pradeep Srivastava (DIN 08706824) independent
directors as appointed, all are eligible with regard to their integrity, expertise and
experience (including the proficiency).

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to Section 134(3) read with 178 of the Companies Act, 2013, the Nomination
and Remuneration policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and Policies of the Company relating to remuneration to Directors, KMP and
other employees is available on the Company’s website at http: / /www.avaxapparels.com.

The Company has constituted a committee of the Board of Directors to be called as
“Nomination and Remuneration Committee” pursuant to the provisions of Section 178 and
other applicable provisions, if any, of the Companies Act, 2013 (including any
amendments, modifications or re-enactment thereof, for the time being in force).

During the year under preview, the Company has conducted 1 Nomination and
Remuneration Committee meetings during the financial year under review as on
28.06.2024:

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE

STATUTORY AUDITOR IN HIS REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to
the accounts and accounting policies are self-explanatory and do not call for any further
comment.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE

SECRETARIAL AUDITOR IN HIS REPORT

The observations of the Secretarial Auditors, when read together with the relevant rules
are self-explanatory and do not call for any further comment.

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

Particulars of loans, guarantees or investments made under section 186 of the
Companies act, 2013, if any, are given under notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES-

During the year under review, there was no materially significant related party
transaction undertaken by the Company under Section 188 of the Companies Act, 2013
read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015
that may have potential conflict with the interest of the Company. The particulars of
every contract or arrangements entered into by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto shall be disclosed in Form No. AOC -2 is
attached herewith as Annexure B.

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

The particulars relating to conservation of energy and technology absorption are not
applicable to the Company.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the
relevant rules made thereunder, the Board of Directors has carried out an annual
evaluation of its own performance, the performance of its Committees, and of individual
Directors. The evaluation was conducted based on a structured questionnaire covering
various aspects of the Board’s functioning such as composition, effectiveness,
performance of specific duties, strategic decision-making, and contribution of each
director. The performance of the Committees was evaluated by considering the adequacy
of their composition, frequency of meetings, and effectiveness in discharging their
responsibilities. Individual Directors were assessed on parameters such as attendance,
active participation, understanding of the company’s operations, and contributions
during Board and Committee meetings. The evaluation process was facilitated by the
Nomination and Remuneration Committee and aimed at improving the overall
effectiveness of the Board and its governance practices.

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

No such order has been passed by any Regulators or Courts or Tribunals.

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

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate / control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to
ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project
execution, event, financial, human, environment and statutory compliance.

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 STATEMENT RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate on
the date of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES-

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Board of Directors has formulated, implemented and has in place
a comprehensive “Code of Fair Disclosure of Unpublished Price Sensitive Information” &
“Code of Conduct for Prevention of the Insider Trading” for regulating, monitoring and
reporting the trading by Designated persons of the Company which exemplifies the spirit
of good ethics and governance and is applicable to the Designated personnel of the
Company which includes Promoters, Promoter Group, Key Managerial Personnel’s,
Directors, Senior Management and such other employees of the Company and others in
fiduciary relationships and as may be approved by the Board of Directors, from time to
time, based on the fact of having access to unpublished price sensitive information.

EXTRACT OF THE ANNUAL RETURN

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92
(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and
Administration) Rules, 2014 the extract of the Annual Return in Form MGT-9 was
required to form part of this report. However, Rule 12(1) of the Rules continued with the
requirement of attaching the extract of the annual return in Form No. MGT 9 to the
Board’s Report with a new proviso which was inserted by the MCA Notification vide the
Companies (Management and Administration) Amendment Rules, 2020 dated August 28,
2020. The new proviso in Rule 12(1) read as follows:

“A company shall not be required to attach the extract of the annual return with the
Board’s report in Form No. MGT 9, in case the web link of such annual return has been
disclosed in the Board’s report in accordance with sub-section (3) of Section 92 of the
Companies Act, 2013”.

So, the company have not attached MGT-9 to the report.

SUBSIDIARY, ASSOCIATES COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS

The particulars of every Subsidiary, Joint Ventures and Associate Company shall be
disclosed in Form No. AOC -1 is attached herewith as Annexure C.

FIXED DEPOSIT

Your company has not accepted any deposit under section 73 and 76 of the Act read
with Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding
deposit due for re-payment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in the Composition of Board of
directors. The Board consists of executive and non-executive directors including
independent directors who have wide experience in different disciplines of corporate
functioning.

RETIREMENT BY ROTATION

Independent directors hold office for a fixed term not exceeding five years from the date
of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding
independent directors) shall be liable to retire by rotation.

Accordingly, Mrs. Deepika Garg (DIN: 08730368), Whole-Time Director, being the longest
in the office among the directors liable to retire by rotation, retire from the Board this
year and, being eligible, have offered himself for re-appointment.

Brief details of Mrs. Deepika Garg (DIN: 08730368) are given in the notice of annual
general meeting.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there was no unpaid/ unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 are applicable to the
Company therefore a committee of the Board of Directors had been constituted to be
called as “Audit Committee” with the following members and The Company has
established a vigil mechanism which incorporates a whistle blower policy in terms of the
Companies Act, 2013 and the Listing Regulations for Directors and employees to report
their genuine concerns.

The Company has conducted 7 Audit committee meetings during the financial year
under review as on 20.05.2024, 28.06.2024, 15.07.2024, 16.10.2024, 28.10.2024,
10.01.2025 and 28/03/2025:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The provisions of Section 178 (5) and other applicable provisions, if any, of the
Companies Act, 2013 (including any amendments, modifications or re-enactment
thereof, for the time being in force) (the “Companies Act, 2013”) and the rules made there
under and Regulation 20 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR
Regulations), a committee of the Board of Directors has be constituted to be called as
“Stakeholder’s Relationship Committee” with the following members to address and
handle all grievances of Shareholders/Investors. address all grievances of
Shareholders/Investors.

The Company has conducted 1 Stakeholder’s Relationship Committee meetings during
the financial year under review as on 28.10.2024:

SHARES

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

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

c) The company has not issued any bonus equity shares during the year under review.
EMPLOYEES STOCK OPTION PLAN

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

The company had taken approval of the members of the Company to increase the overall
limit of managerial remuneration payable beyond specified limits under Section 197 of
Companies Act 2013 in respect of any financial year as per notification issued by
Ministry of Corporate Affairs (MCA) dated 12 September 2018 under notified provisions
of the Companies (Amendment) Act, 2017 (Amendment Act, 2017) and amended
schedule V of Companies Act, 2013 thereby Part I and Part II related to conditions to be
fulfilled for the Appointments and Remuneration of a Managing or Whole-time director or
a Manager without the approval of the Central Government but by the approval of
members in the general meeting in accordance with the provisions of Section 197 of the
Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017, read with
Schedule V and other applicable provisions, if any, of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as 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,
as amended, containing, inter alia, ratio of remuneration of directors and KMP to median
remuneration of employees and percentage increase in the median remuneration is
provided as Annexure-D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a review of the performance of the Company for the year
under review Management Discussion and Analysis Report is presented in a separate
section which is annexed to this Report as Annexure-E.

CORPORATE GOVERNANCE REPORT

The company has committed to upholding high standards of corporate governance by
ensuring transparency, integrity, and accountability in all business practices. The
Company adheres to all the applicable provisions of the Companies Act, 2013, the rules
framed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, applicable to SME-listed entities.

The Company is listed on BSE SME Platform, hence, filing of Corporate Governance
report for the year ended March 31, 2025 is not applicable to Company.

GENERAL DISCLOSURE

Your Directors state that there being no transactions with respect to following items
during the year under review, no disclosure or reporting is required in respect of the
same:

> Issue of equity shares with differential rights as to dividend, voting or otherwise;

> Issue of shares (including sweat equity shares) to employees of the Company
under any scheme;

> The Chairman & Managing Director of the Company has not received any
remuneration or commission from any of the subsidiary of your Company;

> No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016;

> No settlements have been done with banks or financial institutions.

> Maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company and accordingly such accounts and records are not made and
maintained

> There were one Extra-Ordinary General Meeting held during the financial year.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout
the year. The Directors of your Company wish to place on record their appreciation for
the excellent team spirit and dedication displayed by the employees of the Company.

GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024¬
25 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/ Depositories. Members may note that the Notice and
Annual Report 2024-25 will also be available on the Company’s website
www.avaxapparels.com.

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

The Company has Zero Tolerance towards sexual harassment at workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention Prohibition & Redressal) Act, 2013 and rules thereunder. During the
Financial year 2024-25, there was no case filed under the said act and/or policy adopted
by the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 &
SS-2 on Meetings of the Board of Directors and General Meetings respectively) issued by
the Institute of Company Secretaries of India and approved by the Central Government.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to all of the Company’s employees for
their enormous personal efforts as well as their collective contribution to the Company’s
performance. Your Directors would also like to thank the employee unions, shareholders,
customers, dealers, suppliers, bankers, Government and all the other business
associates for the continuous support given by them to the Company and their
confidence in its management.

For and on behalf of the Board of Directors
Avax Apparels And Ornaments Limited

Harinderpal Singh Sodhi Harish Kumar

Managing Director W ho le Time Director

DIN 09283654 DIN 09283531

Date: 01.08.2025
Place: Delhi