Avance Technologies Ltd

Dear Valued Members,

Your Directors are pleased to present the 40^th Annual Report and Audited Financial Statements for the year ended on 31^st March, 2024.

PERFORMANCE OF THE COMPANY:

The Company's performance is summarized below:

(Amount in Lakhs)

PERFORMANCE OF BUSINESS OPERATIONS:

Your Company's total income during the year under review was Rs. 7,182.16 Lakhs as compared to Rs. 3054.36 Lakhs in the previous year. The Profit after tax was Rs. 207.74 Lakhs as compared to Rs. 40.60 Lakhs in the previous year.

FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31^st March, 2024 in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the

Companies Act, 2013 ("the Act").

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Audited Financial Statements for the financial year ended 31^st March, 2024, together with Report of Auditors' thereon, forms part of this annual report.

DIVIDEND:

In order to conserve resources for any new trading or industrial venture and for the working capital requirements for company's business, your Board does not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations for the FY 2023-24.

SHARE CAPITAL:

Authorized Share Capital:

During the year under review, the Company has made the sub-division/split of face value of Equity Shares from Rs. 05/- (Rupees Five Only) to Rs. 01/- (Rupees One Only) each with effect from 28^th October, 2023.

Therefore, due to sub-division/split of face value of Equity Share Capital, the Authorized Share Capital of the Company has been changed from 40,00,00,000 (Forty Crores) equity shares of Rs. 05/- (Rupees Five Only) amounting to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) consisting of 200,00,00,000 (Two Hundred Crores) Equity Shares of Rs. 01/-(Rupee One only) each.

Issued, Subscribed & Paid-Up Share Capital:

The Company has made the sub-division/split of face value of Equity Shares from Rs. 05/- (Rupees Five Only) to Rs. 01/- (Rupees One Only) with effect from 28^th October, 2023. The Capital Structure after the sub-division is as under:

AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013, the shareholders in their meeting held on 30^th September, 2022 had appointed M/s. Rishi Sekhri and Associates, Chartered Accountants, (FRN: 128216W) as Statutory Auditors of the Company for a term of five (5) consecutive financial years and their term expires at the conclusion of 43^rd Annual General Meeting of the Company.

Auditors' Report:

The Auditors' Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31st March 2024 was carried out by the Secretarial Auditors, M/s. Prachi Bansal & Associates, (C.P. No. 23670), Company Secretaries. The Secretarial Compliance Report and Secretarial Audit Report for FY 2023-24 is annexed herewith marked as Annexure – 1 to this Report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

Internal Auditor:

For FY 2023-24, the Board of Directors had appointed M/s. KSGC & associates as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors of the Company for the period under review.

Cost Auditor:

Provisions related to appointment of Cost Auditors are not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS:

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

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

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Company's operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in company's nature of business during the FY 2023- 24.

MANAGEMENT DISCUSSION & ANALYSIS:

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on "Management Discussion and Analysis" is attached as

Annexure – 2 and forms a part of this Report.

CORPORATE GOVERNANCE:

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The report on the Corporate Governance as stipulated in regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed with this Report as Annexure – 3.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, the Company is having 01 (one) Wholly owned subsidiary namely M/s. Avance Ventures Private Limited incorporated on 21^st April, 2023. Therefore, Form AOC-1 for statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is applicable and details of the same mentioned herewith in Annexure – 4 to this report.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Mane (DIN: 07984967) of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Deepak Mane (DIN: 07984967) as Director in the forthcoming Annual General Meeting of the Company. Your Board has recommended his re-election.

b. Changes in Directors/ Key Managerial Personnel:

There was no change in the Board of Directors of the Company during the year under review.

c. Composition

The current composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations and specifically stated in Corporate Governance Report.

d. Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Deepak Mane (DIN: 07984967) proposed to be re-appointed and his Qualification, Experience alongwith the name of Companies in which he hold the Directorship and Listed Companies in which he hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice convening the 40^th Annual General Meeting.

MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. Your Company holds at least four Board Meetings in a year, one in each quarter to review the financial results and other items of the agenda. During the reporting period, The Board met 10 (Ten) times during the Financial Year 2023-24 viz. 18th April, 2023, 30th May, 2023, 11th August, 2023, 04th September, 2023, 25th September, 2023, 04th November, 2023, 18th January, 2024, 07th February, 2024, 17th February, 2024 and 23rd February, 2024.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda and Pre-reads are circulated well in advance before each meeting to all the Directors for facilitating effective discussion and decision making.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as specified in Section 149(6) of the Act and shall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, the Board has carried out the annual performance evaluation of its own performance, the Chairman, the Directors individually, Chief Financial Officer, Company Secretary as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship and Risk Management Committee.

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The evaluation process also considers the time spent by each of the Board Member, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The Directors expressed their satisfaction with the evaluation process.

SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors (SS-4) issued by Institute of Company Secretaries of India.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Company's website www.avance.in and the same is considered for the purpose of identification and monitoring Related Party transactions.

During the year under review, the Company has not entered any contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013.

Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as Annexure – 5 and forms an integral part of this report.

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

The Company being into reselling of IT products, information regarding disclosure of conservation of energy is not applicable to it. However, as a part of national interest it ensures that energy consumption is kept at minimum. There is no technology involved as the Company is a Service Sector.

There were no foreign exchange earnings or outgo during the year under review.

ANNUAL RETURN:

The extract of Annual Return of the Company as on March 31, 2024 in form MGT – 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure – 6 to this Report.

HUMAN RESOURCE, HEALTH & SAFETY:

The company views its valued employees as one of the most important elements of the business and as being critical to the accomplishment of the endeavours that have been undertaken. The Company considers its Human Resources Development a critical factor to its success and continuously focuses on its development with various people initiatives. The learning and development framework focuses to enhance adherence to operating & business processes. The Company strives to encourage diversity in workforce and believe in building the career of its employees through focused interventions. The Company gives paramount importance to safety, security and well-being of its human resources and maintains highest standards of health and safety in all aspects.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2023-24 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEM, THEIR ADEQUACY AND OPERATIVE EFFECTIVENESS:

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued itself orts to align all its processes and controls with global best practices.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information's related to the remuneration of Directors, Key Managerial Personnel and Employees are set out in Annexure – 7 to this Report.

CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:

A Certificate of the Secretarial Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 forming part of this Annual Report.

MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to this Annual Report.

CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criteria specified in sub section (1) of section 135 of the Companies Act, 2013, read with Companies [Corporate Social Responsibility (CSR)) Rules, 2014. Therefore, it is not required to incur any expenditure on account of CSR activities during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, hereby confirms that:

? In the preparation of the annual accounts for the year ended 31st March, 2024 the applicable accounting standards have been followed and there are no material departures from the same;

? They have selected such accounting policies, judgments and estimates that are reasonable and prudent and have applied them consistently so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the statement of Profit and Loss as well as Cash Flow of the company for the year ended on that date;

? 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;

? The annual accounts have been prepared on a going concern basis;

? Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and

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

REPORTING OF FRAUDS:

During the year under review, none of the Auditors of the Company, has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

POLICY ON NOMINATION AND REMUNERATION:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website www.avance.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

None of the whistle blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are posted on the website of the Company at www.avance.in .

POLICY AGAINST SEXUAL HARASSMENT:

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has formulated Policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to redress complaints reported under it if any.

During the year under review, the Company has not received any complaints in this regard.

APPRECIATION & ACKNOWLEDGEMENT:

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 during the year under review.