Directors Report of Avance Technologies Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 41^st Annual Report together with the Standalone and Consolidated
Audited Financial Statements for the Financial Year ("FY") ended 31^st March, 2025.

COMPANY PERFORMANCE:

Financial Results:

(All Amount in INR Lakhs, unless otherwise stated)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	5,793.19	6,928.93	17,176.54	14,429.07
Other Income	218.06	253.23	219.75	253.23
Total Income	6,011.25	7,182.16	17,396.29	14,682.29
Total Expenses	5,689.73	6,959.42	16,661.89	14,179.06
Profit before Interest, Depreciation, and Tax Expenses (EBITDA)	321.52	222.74	734.40	503.23
Tax Expenses	61.00	15.00	151.00	15.00
Tax -earlier year	53.16	0.00	53.16	0.00
Profit(Loss) for the period from continuing operations	207.36	207.74	530.24	488.23
Other Comprehensive Income	207.36	207.74	530.24	488.23

PERFORMANCE HIGHLIGHTS:

Standalone Performance

¦ Revenue from Operations stood at R 5,793.19 Lakhs compared to R 6,928.93 Lakhs in FY 2023-24,
registering a decline primarily due to operational factors.

¦ Total Income decreased to R 6,011.25 Lakhs from R 7,182.16 Lakhs in the previous year.

¦ EBITDA improved by 44.35%, reaching R 321.52 Lakhs compared to R 222.74 Lakhs in FY 2023-24,
reflecting better operational efficiency.

¦ Finance Cost remain same to R 0.03 Lakhs from R 0.03 Lakhs, indicating higher borrowing or financing
requirements.

¦ Profit Before Tax (PBT) witnessed greater performance, standing at R 321.52 Lakhs compared to R 222.74
Lakhs last year.

¦ Profit after Tax (PAT) remained largely stable at R 207.36 Lakhs compared to R 207.74 Lakhs in FY 2023¬
24.

Consolidated Performance

• Revenue from Operations grew significantly by 19%, reaching R 17,176.54 Lakhs compared to R 14,429.07
Lakhs in FY 2023-24.

• Total Income increased to ^ 17,396.29 Lakhs from ^ 14,682.29 Lakhs, driven by robust performance
across subsidiaries.

• EBITDA stood at ^ 734.40 Lakhs, reflecting a 45.93% increase compared to ^ 503.23 Lakhs in the previous
year.

• Finance Cost raised to ^ 1.57 Lakhs from ^ 0.03 Lakhs, yet remained at a low level.

• Total Expenses increased to ^ 16,661.81 Lakhs compared to ^ 14,179.06 Lakhs, in line with higher
business activity.

• Profit after Tax (PAT) grew by 8.62%, reaching R 530.24 Lakhs compared to R 488.23 Lakhs in FY 2023-24.
FINANCIAL STATEMENTS:

The Company has prepared the Annual Audited Financial Statements for the financial year ended 31^st March, 2025
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, 2025, together with Report of Auditors'' thereon, forms part of this annual report.

DIVIDEND:

In view of the need to conserve resources for potential new trading or industrial ventures, as well as to meet the
working capital requirements of the Company''s ongoing operations, the Board of Directors has not recommended
any dividend for the financial year 2024-25. This decision is aimed at strengthening the financial position of the
Company and ensuring long-term sustainability.

TRANSFER TO RESERVES:

The Board of Directors has decided not to transfer any amount to the General Reserve from the profits available
for appropriation for the financial year 2024-25. The entire surplus is proposed to be retained in the Statement of
Profit and Loss to strengthen the internal resources of the Company and support future business requirements.

CAPITAL STRUCTURE:

The Authorized Share Capital of the Company for the FY 2024-25 is Rs. 300,00,00,000/- (Rupees Three Hundred
Crores Only) to Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) consisting of 300,00,00,000 (Three
Hundred Crores) Equity Shares of Re. 01/- (Rupee One only) each.

The issued, subscribed and paid-up capital of the Company for FY 2024-25 stands at Rs. 198,19,17,430.00/- (One
Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty) consisting of
198,19,17,430 (One Hundred Ninety-Eight Crores Nineteen Lakhs Seventeen Thousand Four Hundred Thirty) Equity
Shares of Re. 01/-(Rupee One only) each.

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:

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year
ended 31^st March, 2025, was conducted by M/s. Megha Khandelwal & Associates, Practicing Company
Secretaries (Peer Review Certificate No.: 4023/2023). The Secretarial Audit Report, along with the Secretarial
Compliance Report for the financial year 2024-25, forms part of this Report and is annexed herewith as Annexure -
1."

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

Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of
five consecutive financial years. In view this, the Directors recommends the resolution at Item No. 03 be passed as
an Ordinary Resolution for appointment of M/s. Sidhi Maheshwari & Associates, Practicing Company Secretaries,
Firm Registration number S2023RJ898900 and Peer review certificate number 3395/2023 to undertake Secretarial
Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.

Internal Auditor:

For FY 2024-25, the Board of Directors had appointed M/s. Shashi Ranjan & Associates, Practicing Cost and
Management Accountants, Jaipur 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:

The provisions pertaining to the 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 2024- 25.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In compliance with Regulation 34, read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, the ''Management Discussion and Analysis Report'' is annexed as
Annexure -2 and forms an integral 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 03 (Three) wholly owned subsidiary namely:

¦ Avance Ventures Private Limited (incorporated on 21^st April, 2023);

¦ Verticore Technologies Private Limited (incorporated on 31^st August, 2024);

¦ Avance Platforms Private Limited (incorporated on 7^th October, 2024);

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.
Vasant Tukaram Bhoir (DIN: 07596882), Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends his re-appointment as Director, subject to the approval of the shareholders at
the forthcoming Annual General Meeting

b. Changes in Directors/ Key Managerial Personnel:

There was no change in the Board of Directors of the Company during the year under review. However, post
review period Late. Mr. Srikrishna Bhamidipati, the Managing Director, Chairman and Promoter of the Company
passed away on 1^st July, 2025.

Late. Mr. Srikrishna Bhamidipati was appointed as Managing Director of the company w.e.f. 15^th January, 2002 and
played crucial leadership roles through which the company immensely benefitted.

Subject to the approval of the members, the Nomination and remuneration Committee and the Board have
recommended regularize the appointment of Mr. Latesh Poojary (DIN: 10414863) appointed as additional director
on 2^nd July, 2025 as the Executive director of the Company. Further as per the recommendation of the Nomination
and Remuneration Committee and the Board of directors Mr. Latesh Poojary redesignated as Managing Director
w.e.f. from 14^th August 2025, subject to the approval of the members.

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. Vasant Tukaram Bhoir (DIN: 07596882) 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 41^st 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 2024-25 viz. 10^th May, 2024, 28^th May, 2024, 17^th July, 2024, 13^th August, 2024, 14^th

August, 2024, 03^rd September, 2024, 14^th November, 2024, 28^th November, 2024, 12^th February, 2025 and 27^th
March, 2025.

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:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31st March
2025 will be available on the Company''s website at www.avance.in with in stipulated period of time.

HUMAN RESOURCE, HEALTH & SAFETY:

The Company recognises its employees as one of the most vital contributors to its growth and success. Human
Resource Development is considered a key strategic priority, with continuous efforts to implement initiatives that
foster professional development, enhance operational excellence, and strengthen business processes. The
Company remains committed to building a diverse, inclusive workforce and nurturing employee careers through
structured learning and development programmes. Ensuring the safety, security, and overall well-being of
employees is of utmost importance, and the Company upholds the highest standards of health and safety across all
operations.

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 2024-25 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 - 6 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, 2025 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, 2025 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.

MATERNITY BENEFIT

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under
review.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016
which does any materially impact the business of the Company.

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

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence 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 is not
applicable.

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.

By Order of the Board

For Avance Technologies Limited

Sd/- Sd/-

Latesh Poojary Vasant Bhoir

Managing Director Director

DIN: 10414863 DIN: 07596882

Date: 05^th September, 2025
Place: Mumbai

---

Mar 31, 2024

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)
PARTICULARS	31st March, 2024	31st March, 2023
Total Income	7,182.16	3054.36
Less: Total Expenses excluding Depreciation and tax	6,959.42	3004.09
Profit before Depreciation & Tax	222.74	50.27
Less: Depreciation	0.00	0.00
Less: Exceptional Items	0.00	0.00
Profit/(Loss)before Tax	222.74	50.27
Less: Tax
i. Current T ax	15.00	9.67
ii. Deferred T ax	0.00	0.00
Profit/(Loss)after tax	207.74	40.60

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:

Particulars	No. of Shares	Face Value	Amount in Rs.
Authorised Share Capital	200,00,00,000	1.00/-	200,00,00,000.00/-
Issued Share Capital	198,19,17,430	1.00/-	198,19,17,430.00/-
Subscribed Share Capital	198,19,17,430	1.00/-	198,19,17,430.00/-
Paid Share Capital	198,19,17,430	1.00/-	198,19,17,430.00/-

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 wellbeing 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.

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Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the 32^nd year ended 31^st March, 2016.

1. Financial Results (Amount in Rs.)

Particulars			2015-16		2014-15
Net Sales/ Income from Business Operations		1,016,179,791		1,065,515,781
Other Income		1,410,105		10,359,764
Total Income			1,017,589,896		1,075,875,545
Less: Expenditure		1,016,548,181		1,086,780,003
Profit before Depreciation			1,041,715		-10,904,458
Less: Depreciation		-		661,359
Less: Exceptional item		12000000		-
Profit after Depreciation and Exceptional Items			-10,958,285		-11,565,817
Less: Current Income Tax		-		259,084
Less: Previous year adjustment of Income Tax		-		-
Less: Deferred Tax		9,887		-664,654
Net Profit after Tax			-10,968,172		-11,160,247
Amount transfer to General Reserve		-		-
Balance Carried to Balance Sheet		-10,968,172		-11,160,247
Earnings per Share (Basic)			-0.006		-0.006
Earnings per Share (Diluted)			-0.006		-0.006

2. Performance Review

The total income of the Company for the financial year 2015-16 stood at Rs 1,017,589,896 as against last year''s of Rs 1,075,875,545. In the previous year the company incurred operating loss of Rs 11,160,247 whereas the operating loss for the financial year 2015-16 stood at Rs 10,968,172.

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

3. Dividend

Your Directors have not recommended dividend for the financial year ended 31^st March, 2016 considering the financial performance of the year under review.

4. Capital Structure

The paid up Equity Share Capital as on 31^st March, 2016 stood at Rs 1,981,917,430. The Authorized Share Capital of the company stood at Rs 2,000,000,000.

During the year under review, the Company has neither issued any shares or convertible instruments nor has its authorized share capital been increased.

5. Dividend

Your directors after considering the financial performance of the Company for the year 2015-2016 have not recommended any dividend for the year under review.

6. Management''s Discussion And Analysis Report

Management''s Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

7. Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary Company, joint ventures or associate companies for the year under review. Disclosure regarding the same forms the part of the report as "Annexure No. 1."

8. Directors Responsibility Statement

As required by Section 134(3)(c) of the Companies Act, 2013, your Board of Directors hereby state: that in the preparation of the annual financial statements for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

i. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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 31st March, 2016 and Statement of Profit & Loss of the Company for the year ended on that date;

ii. that the Directors have taken proper and sufficient care for 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;

iii. that the annual accounts have been prepared on a going concern basis and;

iv. that directors has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

v. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

9. Contracts And Arrangements With Related Parties

During the year, the Company had not entered into any contract / arrangement / transaction with related parties. Hence disclosure under Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The policy on materiality of related party transaction and dealing with related party transactions approved by the Board may be accessed on the Company''s website.

10. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Your Company engaged in the business of trading of IT software products. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable. Disclosure pursuant to section 134(m) of the Companies Act, 2013 is forms part of this report as "Annexure No. 2".

11. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed as part of Annexure 3. The Composition, criteria for selection of Directors and the Terms of Reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

12. Auditors Statutory Auditor

M/s. Tejas Nadkarni & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Adjourned AGM held on 4^th October, 2014. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditor is subject to ratification by members at every AGM. Accordingly, the ratification of the appointment of Auditor has been taken up as an item in the Notice of the forthcoming AGM for the approval of Members.

Statutory Auditor''s Report

The Statutory Audit Report for the financial year 2015-16 as issued by M/s. Tejas Nadkarni & Associates, Statutory Auditor of the Company forms part of the Annual Report. The observation and comments furnished by the auditor in his report read together with notes to Accounts are self explanatory and hence do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Richa Agarwal, Practicing Company Secretary (C.P. No. 12189) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure 4".

Internal Auditor

The Company has an Internal Control System, which commensurate with the size, scale and complexity of its operations. M/s. Verma Mehta & Associates, Chartered Accountants (FRN: 112118W), are the internal auditors of the Company and their internal audit plan and remuneration are approved by the Audit Committee. The reports and findings of the internal auditor and the internal control system are periodically reviewed by the Audit Committee. To maintain its objectivity and independence, the Internal Auditors of the Company reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiary. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. An independent internal auditor conducts an audit to ensure adequacy of the internal control system and validates adherence to management instructions and compliance. The internal auditor also conducts review to ensure implementation of recommendations and suggestions of the Audit Committee. The Audit Committee of the Board of Directors takes note of the same.

13. Particulars Of Employees And Related Disclosures

In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said rules.

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 are annexed to the report as "Annexure No 5".

14. Extract Of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure No. 6" and is attached to this Report.

15. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to this report as "Annexure No 7".

16. Corporate Social Responsibility

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.

17. Directors And Key Managerial Personnel

Presently board composition of the Company consist six directors, out of which 50% are Executive Directors and remaining 50% are Non-Executive Independent Directors. The Board is headed by Mr. Srikrishna Bhamidipati, Chairman of the Company.

Re-appointments

In accordance with the provisions of the Companies Act, 2013, Mr. Deepak Manki, director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Independent Directors

The current board of the Company consist six directors, out of which three are Non Executive Independent director. Following are the Independent directors of the Company and their date and term of Appointment:

Sr.	Name of the Director	DIN	Date of Appointment	Term of
No				Appointment
1	Ms. Pooja Srivastava	06966012	27th September, 2014	5 Years
2	Anand Choudhary	02688871	27th September, 2014	5 Years
3	Bimal Kamdar	02828913	27th September, 2014	5 Years

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

18. Meetings Of The Board

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

19. Internal Control Systems

Your Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company also has a team of internal auditors to conduct internal audit. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

20. Vigil Mechanism

In terms of the provisions of Section 177 of the Companies Act, 2013 your Company has formulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are covered under the policy.

This mechanism is for the employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The policy is uploaded on the company''s website at www.avance.in .

21. Risk Management Policy

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. The policy is disclosed on the website at www.avance.in .

22. Performance Evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013. The evaluation was done based on the evaluation criteria formulated by nomination and remuneration committee which includes criteria such as fulfillment of specific functions prescribed by the regulatory framework, adequacy of board meetings, attendance and effectiveness of the deliberations etc.,

The Board and the nomination and remuneration committee also carried out an evaluation of the performance of the individual directors (excluding the director who was evaluated) based on their attendance, participation in deliberations, understanding the Company''s business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of independent directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013.

23. Material Changes And Commitments

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

24. Particulars Of Loans, Guarantees, Securities And Acquisition Under Section 186 Of Companies Act, 2013

Pursuant section 134(3)(g) of the Companies Act, 2013 details of Particulars of Loans, Guarantees, security and acquisition as per section 186 of the Companies Act, 2013 form part of financial statement provided in this report.

25. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

26. Significant And Material Orders Passed By The Regulators Or Court

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. Acknowledgement

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Shareholders of the Company. Your Directors would further like to record their appreciation for the unstinted effort put by all Employees of the Company during the year.

By the Order of the Board

For Avance Technologies Limited

Sd/-

Srikrishna Bhamidipati

Chairman and Managing Director

DIN:02083384

Date: 01/09/2016

Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 31st Annual Report and the Company's Annual Financial statement for the financial year ended March 31, 2015.

1. Financial Results

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Amount in (Rs)

Particulars 2014-15 2013-14

Net Sales/ Income from Business Operations 1,065,515,781 885,694,138

Other Income 10,359,764 6,669,782

Total Income 1,075,875,545 892,363,920

Less: Expenditure 1,086,780,003 925,365,778

Profit before Depreciation -10,904,458 -33,001,858

Less: Depreciation 661,359 709,638

Profit after Depreciation and Interest -11,565,817 -33,711,496

Less: Current Income Tax 259,084 -

Less: Previous year adjustment of Income Tax - -

Less: Deferred Tax -664,654 -

Net Profit after Tax -11,160,247 -33,711,496

Amount transfer to General Reserve Balance Carried to Balance Sheet

Earnings per Share (Basic) -0.006 -0.053 Earnings per share (Diluted) -0.009 -0.053

2. Operations and Business Performance

During the year under review, your company has been able to generate revenue from sale of Rs.107,58,75,545/- in FY 2014-15 as compared to previous year of Rs. 89,23,63,920/-. The operating loss of the company reduced from Rs.3,37,11,496/- in FY 20147-15 to Rs. 1,11,60,247/- in FY 2014-15.

The increase in operational revenue is attributable mainly to due to increase in income from sale of IT products and Computer peripheral by 20.3% to Rs. 106,55,15,781 in FY 204-15 as against Rs.88,56,94,138 in FY 2013-14.

3. Dividend

Your Directors after considering year's financial performance of the Company have not recommended any Dividend for the year under review.

4. Capital Structure

Capital Structure of the Company as on 31st March, 2015 consisting followings:

Authorized share Capital : Rs. 200,00,00,000/- (Rupees Two Hundred Crore only) divided in to 200,00,00,000 equity shares of Re. 1 /- each.

Issued, Subscribed and : Rs. 1,981,917,430 divided in to 1,981,917,430 equity Paid-up Share Capital shares of Re. 1 /- each.

During the year under review, Company has increased its Authorized share capital from Rs. 100,00,00,000 /- (Rupees One Hundred Crore only) divided into 100,00,00,000 equity shares of Re. 1 /- each to Rs. 200,00,00,000/- (Rupees Two Hundred Crore only) divided in to 200,00,00,000 equity shares of Re. 1 /- each.

Further, during the year Company has also increased its Paid-up shares capital by issuing 134,15,29,930 Equity Shares of Face Value of Rs. 1/- each on preferential basis.

5. Auditors and Auditor's Report:

- Statutory Auditor

M/s. Tejas Nadkarni & Associates, Chartered Accountants, were appointed as statutory auditors of the Company in the Adjourned Annual General Meeting held on 4th October, 2014, to hold office for the term of three consecutive years, from conclusion of Annual General Meeting for the year 2014-15 till the conclusion of this Annual General Meeting for the year 2015-16.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Tejas Nadkarni & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has already received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

- Statutory Auditor's Report

The Statutory Audit Report for FY 2014-15 issued by M/s. Tejas Nadkarni & Associates, Statutory Auditor of the Company forms part of the Annual report. The observation and comments furnished by the Auditors in his report read together with notes to Accounts are self-explanatory and hence do not call for any further comments.

- Secretarial Auditor

M/s SG & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

- Secretarial Auditor's Report

The Secretarial Audit Report for FY 2014-15 issued by M/s SG & Associates, Secretarial Auditor of the Company forms part of the Board's report as "Annexure 5".

- Internal Auditor

Pursuant to Section 138 of the Companies Act 2013, read with rule 13 of the Companies (Accounts) Rules 2014, the internal records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Bipin B Shah & Co., Chartered Accountants (Firm Registration No. 101511W) to audit the cost accounts of the Company for the year 2014-15.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.

7. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

8. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary Company, Form AOC-1 explaining financial position and performance of each of the associates and joint venture companies is forming part of this report as Annexure 1.

9. Directors Responsibility Statement

In accordance with provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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 detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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; and

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

10. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to this report as "Annexure 8".

11. Particulars of Contracts and Arrangements with Related Parties

During the year, the Company had not entered into any contract / arrangement / transaction with related parties. Hence disclosure under Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The policy on materiality of related party transaction and dealing with related party transactions approved by the Board may be accessed on the Company's website at the link :

http://www.avance.in/pdf/Policy%20on%20Related%20Party%20Transactions.pdf.

Kindly refer the Note 26.3 to the financial statements which sets out related party disclosures.

12. Corporate Social Responsibility

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company. Hence, the company has not developed and implemented any Corporate Social Responsibility initiatives during the year under review.

13. Directors and Key Managerial Personnel

Presently board composition of the Company consist six directors, out of which 50% are executive director and remaining 50% are Non-Executive Independent Director. The board of the Company is headed by Mr. Srikrishna Bhamidipati, Chairman of the Company.

Re-appointments

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Manki director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Independent directors

The current board of the Company consist six directors, out of which three are Independent director. Following are the Independent directors of the Company and their date and term of Appointment:

Sr. Name of the Director DIN Date of Appointment Term of No Appointent

1 Ms. Pooja Srivastava 06966012 4th October, 2014 5 Years

2 Anand Choudhary 02688871 4th October, 2014 5 Years

3 Bimal Kamdar 02828913 4th October, 2014 5 Years

Resignation of Director

During the year 2014-15, Mr. Randhir Marwa resigned as Non-Executive Independent Director with effect from 22nd August, 2014.

Mr. Deepak Goyal was Executive Director of company and liable to retire by rotation. Members of the Company in the last Annual General Meeting held on 4th October, 2014 expressed their unwillingness to re-appoint him.

Declaration by Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

14. Meetings of the Board

Eight meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

15. Annual evaluation by the board of its own performance and that of its committees and individual directors:

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 24th January, 2015,

(iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 24th January, 2015 after taking into account the views of the Executive/Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

(vi) of the Board by itself Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

16. Material Changes and Commitments

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

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Your Company engaged in the business of trading of IT software products. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable. Disclosure pursuant to section 134(m) of the Companies Act, 2013 is forms part of this report as "Annexure 3".

18. Particulars of Loans, Guarantees, security and acquisition under Section 186 of the Companies Act, 2013

Pursuant section 134(3)(g) of the Companies Act, 2015 details of Particulars of Loans, Guarantees, security and acquisition as per section 186 of the Companies Act, 2013 form part of financial statement provided in this report

19. Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure 7" and is attached to this Report.

20. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

21. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said rules.

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 are annexed to the report as "Annexure 6".

22. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

The Audit Committee comprises Directors namely Mr. Anand Choudhary (Chairman), Mr. Bimal Kamdar and Mr. Deepak Manki as other members. All the recommendations made by the Audit Committee were accepted by the Board.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://avance.in/pdf/Whistle%20Blower%20Policy.pdf

23. Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

24. Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For Avance Technologies Limited

Sd/-

Srikrishna Bhamidipati

Chairman & Managing Director

(DIN: 02083384)

4th September, 2015

Mumbai,

---

Mar 31, 2014

Dear Members,

We are delighted to present the 30th Annual Report on our business and operations together with the Audited Annual Accounts for the financial year ended 31st March, 2014. A gist of the financial performance of the Company for the financial year 2013-14 is provided as under:

Financial Performance and Operational Review:

The financial performance of the Company, for the year ended 31st March, 2014 and corresponding previous year is summarized below:

Particulars For the year For the year ended ended 31st March, 2014 31st March, 2013

Total Income 892,363,920 1,285,195,598

Total Expenditure 926,075,417 1,289,926,339

Profit/(Loss) (33,711,497) (4,730,741) before Tax

Provision for Tax - (192,987)

Profit/(Loss) after (33,711,497) (4,537,754) Tax

Earnings per share : (0.053)

Basic (0.007)

Diluted (0.053) (0.007)

The Board of Directors has made conscious efforts for drawing the financial statements on the basis of sound, accepted and conservative accounting principles.

Overview

For the financial year ended March 31, 2014, the Company has incurred after tax loss of Rs. 33,711,497 as against after tax loss of Rs. 4,537,754 in the previous year. The Company reported a total expenditure of Rs 926,075,417 and total income of Rs 892,363,920 in the year 2013-14.

During the year under review, the company witnessed a severe reduction in revenue and profit after Tax. The reduction in revenue is mainly due to our effort to realign the company and its product portfolio. Our product and service offering needs continued investment to bring cutting edge innovative solutions and grow into an integrated IT Product and Services Company. Due to reduction in Total Income and increase in Total Expenditure cost Company reported loss of Rs. 33,711,497 as compared to previous year of Rs. 4,730,741.

Dividend:

In view of requirement of funds for the expansion of Company''s business, your directors did not recommend any dividend for the financial year 2013-14

Listing:

The securities of the Company are listed at the BSE Ltd. (Bombay Stock Exchange), Mumbai.

Directors:

Mr. Deepak Goyal, Director of your Company retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

None of the Directors, except Mr. Deepak Goyal is interested or concerned in the resolution appended to the notice of General Meeting.

As per Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the Board of a company and shall be eligible for reappointment for another term of upto five consecutive years.

A person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

A person shall not serve as an independent director in more than seven listed companies. The following independent directors of the Company have completed more than 5 years on the Board:

Mr. Anand Chaudhary

Mr. Bimal Kamdar, was appointed on 20th February, 2010 and has completed four years on the Board.

Considering the experience and professional expertise of the independent directors, it is hereby proposed to the members that the aforementioned Independent directors be appointed for a period of 5 (FIVE) years w.e.f 1st October, 2014.

Further, the Company has received a notice proposing Mr. Deepak Singh Manki and Mr. Srinivas Rachakonda as a candidate for the office of director of the Company. Thus, in accordance with the provision of Section 160 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and considering that their association with the Company would be of immense benefit to the Company, the Board recommends appointment of the aforesaid persons as Executive Directors on the Board of the Company.

Also, a notice proposing candidature of Ms. Pooja Srivastava as a director of the Company has been received by the Company. Thus, in accordance with the applicable provisions of Section 149 of the Companies Act, 2013, wherein Every Listed Company has to appoint a Women Director on their Board, the Board recommends the appointment of Ms. Pooja Srivastava''s as a Non-Executive Independent director of the Company.

Further, Your Board of Directors propose the appointment of Mr. Srikrishna Bhamidipati as a Managing Director of the Company. He has excellent knowledge and experience of not only IT sector but also of general management. His knowledge of various aspects relating to the Company''s affairs would benefit the Company in its future prospects. Board of Directors are of the opinion that for smooth and efficient running of the business, the services of Mr. Srikrishna Bhamidipati should be available to the Company for a further period of five years with effect from 1st October, 2014. In terms of the provisions Sections 196, 197 and 203 of the Companies Act, the Board proposed his appointment as a Managing Director of the Company w.e.f 1st October, 2014. Resolution to that effect has been put up in the Notice convening the Annual General meeting.

Auditor:

The statutory auditors M/s. Ramesh Batham & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and due to their pre-occupancy have not opted to continue as Statutory Auditors of our Company from the forthcoming financial year.

Your Company has received a consent from M/s Tejas Nadkarni & Associates, proposing their appointment as Statutory Auditors of the Company and they have also confirmed that they are not disqualified for appointment as Statutory Auditors of the Company. Further, their appointment if made would be within the limits as specified in the applicable provisions of the Companies Act, 2013.

Auditor''s Report:

The observations and comments furnished by the Auditor in his report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments .

Director''s Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. ln the preparation of the Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for the year ended 31st March, 2014;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

Cash Flow Statement:

A Cash Flow Statement for the year ended 31st March, 2014 forms part of the Annual Audited Accounts of the Company.

Corporate Governance:

Avance Technologies Limited is endeavoring to implement every norm, which is promulgated by legislation, or any of the statutory bodies. In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors, has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreements with the Stock Exchanges.

Management Discussion and Analysis Report:

A Management Discussion and Analysis Report have been attached and forms part of the Annual Report.

Particulars of Employees:

During the year ended March 31, 2014, no employee is drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975.

Public Deposits:

The Company has not accepted any public deposits during the year under review.

Audit Committee:

Your Company has an Audit Committee duly constituted as per the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

Details of Audit Committee of Board of Directors of the Company forms part of the Annual Report and is given separately in Report of Corporate Governance.

Energy Conservation. Technology Absorption and Foreign Exchange Earnings and Outgo:

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not given as the Company does not fall under the category as mentioned above.

Acknowledgement:

The Directors thank the Company''s employees, customers, vendors, investors, service providers, bankers for their continued support.

The directors also convey a special thanks to the Government of India, particularly ministry of Communication and Information Technology, the Income Tax department, Ministry of Corporate Affairs and Office of Registrar of Companies, Mumbai.

By Order of the Board of Directors For Avance Technologies Limited

Sd/- Sd/-

Srikrishna Bhamidipati Bimal Kamdar Director Director DIN: 02083384 DIN: 02828913

Date: 03.09.2014 Place: Mumbai

---

Mar 31, 2013

To, The Members of AVANCE TECHNOLOGIES LIMITED

The Directors are pleased to present their 29th Annual Report on the operations of the Company, together with the Audited Annual Accounts for the financial year ended 31st March, 2013. A gist of the financial performance of the Company for the financial year 2012-13 is provided as under:

Financial Performance and Operational Review:

The financial performance of the Company, for the year ended 31st March, 2013 and corresponding previous year is summarized below:

Particulars For the year ended For the year ended 31st March,2013 31st March,2012

Total Income 1,285,195,598 1,663,217,541

Total Expenditure 1,289,926,339 1,674,756,126

Profit/(Loss) before Tax (4,730,741) (11,538,585)

Provision for Tax (192,987) (160,925)

Profit/(Loss) after Tax (4,537,754) (11,377,660)

Earnings per share : Basic (0.007) (0.018)

Diluted (0.007) (0.018)

The Company is deploying measures to retain its base in the competitive business environment and a challenging economy. It was an equally tough year for the Company as the previous year. Though, the Company did not manage to generate revenue, it has achieved considerable success in reducing the overall expenditure to the tune of Rs. 384,829,787 i.e. about 23% as compared to the preceding financial year.

Your Directors are optimistic that, the current financial year would send growth opportunities to the Company and push its vigor to attain higher echelons of success.

- Dividend:

After taking into consideration the financial Results of the Company for the Financial Year 2012-13, and with an intention to build up the net worth for future expansion and growth plans, your Directors are of the opinion, that no dividend be recommended for the year under review.

- Internal Control Systems and their Adequacy:

The Company has a proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from un-authorized use or disposal. Further all transactions are properly checked, verified, recorded and reported correctly.

Also Regular Internal Audit Checks are carried out to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place.

- Listing:

The securities of the Company are listed at the Bombay Stock Exchange (BSE) Limited, Mumbai.

- Shift in Registered Office of the Company:

The Registered office of the Company has been shifted with effect from 3rd September, 2013 from,

Off. No. 209, 2nd Floor, Kapadia Chambers, 599, J.S.S Road, Marine Lines- East. Mumbai- 400 002.

To

D/604, 6th Floor, Crystal Plaza Premises, Co-operative Society Limited, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053

The Shareholders are requested to take a note of the same and send all the communications to the Company on the aforesaid new address.

- Directors:

In accordance with the applicable provisions of the Companies Act, Mr. Deepak Goyal and Mr. Srikrishna Bhamidipati, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

Necessary resolutions with regard to the above are being placed before the Shareholders for their approval.

None of the Directors, except Mr. Deepak Goyal & Mr. Srikrishna Bhamidipati are interested or concerned in the said resolutions.

- Auditor:

M/s. Ramesh Batham& Co., Chartered Accountant, Statutory Auditors of the Company had been appointed to hold office until the conclusion of the ensuing Annual General Meeting. However they are also eligible for re- appointment and their willingness for re- appointment have been intimated to the Company well in advance. Further they have also confirmed that they are not disqualified for re- appointment and their appointment, if made would be within the limits as specified in the applicable provisions of the Companies Act.

- Auditor''s Report:

The observations and comments furnished by the Auditor in his report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments .

- Director''s Responsibility Statement:

Pursuant to the requirements of the Companies Act with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures:

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit or loss of the Company for the year ended 31st March, 2013;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

- Cash Flow Statement:

A Cash Flow Statement for the year ended 31st March, 2013 forms part of the Annual Audited Accounts of the Company.

Corporate Governance:

Your Company has strived for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

Further the Company also conforms to the norms of Corporate Governance as envisaged in the Companies Act and the Listing Agreement entered with the Bombay Stock Exchange (BSE) Limited.

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

- Management Discussion and Analysis Report:

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is presented in the separate section forming part of the Annual Report.

Particulars of Employees:

The relations of the Employees have continued to be harmonious during the year.

Furthermore, no employees of the Company falls into the ambit of drawing a remuneration of more than Rs. 60,00,000 per annum or Rs. 5,00,000 per month for any part of the year.

Hence, no particulars have been furnished as required under the Companies Act, read with the Companies (Particular of Employees) Rules, 1975.

- Public Deposits:

The Company has not accepted any public deposits during the year under review.

- Audit Committee:

Your Company has an Audit Committee duly constituted as per the provisions of Section 292A of the Companies Act and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

- Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not given as the Company does not fall under the category as mentioned above.

- Acknowledgement:

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks, Financial Institutions.

The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also records its deep appreciation for the committed services of its employees during the year.

By Order of the Board of Directors

For Avance Technologies Limited

Sd/-

Date : 04.09.2013 Director

Place: Mumbai

---

Mar 31, 2012

To, To the Members of AVANCE TECHNOLOGIES LIMITED

The Directors are pleased to present their 28th Annual Report on the operations of the Company, together with the Audited Annual Accounts for the financial year ended 31st March, 2012. A gist of the financial performance of the Company for the financial year 2011- 12 is provided as under:

- Financial Performance and Operational Review:

The financial performance of the Company, for the year ended 31st March, 2012 and corresponding previous year is summarized below:

For the year ended For the year ended Particulars 31st March, 2012 31st March, 2011

Total Income 1,659,948,384 1,840,239,793

Total Expenditure 1,671,486,969 1,839,177,077

Profit/(Loss) before Tax (11,538,585) 1,062,716

Less: Provision for Tax (160,925) (604,196)

Profit/(Loss) after Tax (11,377,660) 458,520

Earnings per share

Basic (0.12) 0.00

Diluted (0.12) 0.00

The year 2011- 12 has been a challenging year for the Company''s operations as it witnessed a pressure on its margins on account of a slight decline in its overall revenues. However at the same time, the Company succeeded in its efforts of achieving a reduction in the overall expenditure incurred by it to the tune of Rs. 167,690,108 i.e. about 9% as compared to the preceeding financial year. Further this tough business scenario has encouraged the Company to undertake a SWOT analysis of its operations and thus process of reviewing of the systems and processes across various departments has been initiated with a view to identify possible areas of lacunas so that the necessary measures can be undertaken to fill the same.

Your Directors are optimistic that with the melting down of recessionary turmoil and with collective efforts of all the stakeholders, the Company would emerge as a strong player in the years to come.

- Future Outlook:

Your Company currently operates in Mobile Value Added Services (MVAS). However there is an increasing reliance upon the use of mobiles devices in the delivery of value added services by the Private as well as the Public Sector.

Most recently even the Government has begun using the mobile devices to make the public information and government services available anytime and anywhere by bringing in personalized, localized and context aware services close to citizens and officials through the medium of e-governance and m- governance.

In order to leverage the opportunities offered by the E- Governance and M- Governance Space, your Company wishes to embark in these fields in the years to come.

- Dividend:

After taking into consideration the financial Results of the Company for the Financial Year 2011-12, and with an intention to build up the net worth for future expansion and growth plans, your Directors are of the opinion, that no dividend be recommended for the year under review.

- Change in the Registered Office of the Company:

The Registered Office of the Company has been shifted with effect from 14th May, 2012 from #505, Midas Chambers, Off. Link Road, Andheri- West, Mumbai- 400053 to Off. No. 209, 2nd Floor, Kapadia Chambers, 599, J.S.S. Road, Marine Lines- East, Mumbai- 400 002.

The said change of new office was intimated to all the statutory authorities and thus all the shareholders are requested to take a note that all the communication with the Company be undertaken on the aforesaid new address.

- Internal Control Systems and their Adequacy:

The Company has a proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from un-authorized use or disposal. Further all transactions are properly checked, verified, recorded and reported correctly.

Also Regular Internal Audit Checks are carried out to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place.

- Listing:

The securities of the Company are listed at the Bombay Stock Exchange (BSE) Limited, Mumbai.

- Directors:

In accordance with the provisions of section 257 the Companies Act, 1956, Mr. Bimal Kamdar and Mr. Randhir Marwa, Directors of your Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

Necessary resolutions with regard to the above are being placed before the Shareholders for their approval.

None of the Directors, except Mr. Bimal Kamdar & Mr. Randhir Marwa are interested or concerned in the said resolutions.

- Auditors:

M/s. Ramesh Batham & Co., Chartered Accountants, Statutory Auditors of the Company had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however they are also eligible for re- appointment and their willingness for re- appointment have been intimated to the Company well in advance. Further they have also confirmed that they are not disqualified for re- appointment within the meaning of Section 226 of the Companies Act, 1956 and their appointment, if made would be within the limits specified in Section 224(1B) of the said Act.

- Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

- Director''s Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit or loss of the Company for the year ended 31st March, 2012;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

- Cash Flow Statement:

A Cash Flow Statement for the year ended 31st March, 2012 forms part of the Annual Audited Accounts of the Company.

- Corporate Governance:

Your Company has strived for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

Further the Company also conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement entered with the Bombay Stock Exchange (BSE) Limited.

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

- Management Discussion and Analysis Report:

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is presented in the separate section forming part of the Annual Report.

- Particulars of Employees:

The relations of the Employees have continued to be harmonious during the year.

The Company''s Performance Management System is bench-marked with prevailing best practices and seeks to continuously enhance competitiveness and skills of its employees.

Furthermore, no employees of the Company falls into the ambit of drawing a remuneration of more than Rs. 24,00,000 per annum or Rs. 2,00,000 per month for any part of the year, hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

- Other Corporate Information:

With Reference to the Winding up petition filed with the High Court, we would like to inform you that the Hon''ble High Court has accepted our application for setting aside the ex-parte order as passed by it and thus an order to this effect has been received by the Company on 20th July, 2011.

Further the Hon''ble High Court posted the Company Petition for final hearing on 28th July, 2011 which was further adjourned to 4th August, 2011 and thus the Dispute still stands pending in the Court of Law.

- Public Deposits:

The Company has not accepted any public deposits during the year under review.

- Audit Committee:

Your Company has an Audit Committee duly constituted as per the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

- Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not given as the Company does not fall under the category as mentioned above.

- Acknowledgement:

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Banks, Financial Institutions.

Your Directors also express their deep appreciation for the devoted and sincere services rendered by workers, staff and executives at all levels during the year and we are confident that your Company will continue to receive such co- operation from them in future also.

For and on behalf of the Board of Directors

Sd/-

Srikrishna Bhamidipati

Executive Director

Date : 1st September, 2012

Place: Mumbai

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Mar 31, 2011

To The Members of Advance Technologies Limited

The Directors are very pleased to present to you the 27th Director's Report and the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS :

Financial Result of the Company for the Current year under review along with the figures for the previous year is as follows:

Particulars Schedule For the year ended For the year ended

31st March, 2011 31st March, 2010

Income I 1764174050 727716124

Sales J 21194661 1801788

Other Income Increase /Decrease in Stock K 54871082 27102841

Total Income 1840239793 756620753 Expenditure

Purchases 1815792338 748047896

Employees Remuneration/cost 657169 486257

Administrative Expenses L 21924567 3112057

Selling Expenses M 48161 44710

Financial Expenses N 24616 21208

Depreciation E 730226 730226

Total Expenditure 1839177077 752442354

Profit/(Loss) before Tax 1062716 4178399

Provision for FBT - -

Provision for Income Tax 687158 1313426

Income Tax Paid - 484043

Provision for Deferred Tax (82962) 109455

Profit/(Loss) after Tax 458520 2271475

Balance biff from Previous Year 3793034 60218810

Less: Reserve used for issue of Bonus shares - 58697250

Balance biff 3793034 1521560

Balance carried to the Balance Sheet 4251554 3793034

Profit considered for arriving at EPS 458520 2271475

Earnings per Share (Basic) 0.003 0.04

Earnings per Share (Diluted) 0.003 0.49



2. OPERATIONS AND PERFORMANCE :

During Financial Year 2010-11, the Company recorded net revenue of Rs. 1840239739, an increase of 58% over the previous year of Rs. 756620753. The earnings after tax of the Company was Rs.1062716 in 2010-11 as compared to Rs. 4178399 million in 2009-10. The diluted earnings per share (EPS) is Rs. 0.003 per share as compared to Rs. 0.49 per share for 2009-10.

3. DIVIDEND:

After taking into consideration the financial Results of the Company for the Financial year 2010- 11, and with an intention to build up the net worth for future expansion and growth plans, your directors are of the opinion, not to recommend any dividend for the year.

4. DIRECTORS:

Advance's Board has a strength of 7 directors. The Present Directors are Mr. Rajeev An and Mr. Deepak Goral, Mr. Srikrishna Bhamidipati, Mr. Rancher Maria, Mr. Amanda Chaudhary, Mr. Bialy Kadar and Mr. Ropak Cheddars.

In accordance with the provisions of the Articles of Association of the Company, Mr. Deepak Royal and Mr. Amanda Chaudhary retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment and your Board recommends their re-appointment.

Mr. Ropak Cheddars was appointed as an Additional Director on the Board of the Company on 5th March, 2011 and would hold office up to the date of the ensuing Annual General Meeting. It is proposed by the Board of Directors to appoint Mr. Ropak Cheddars as a director of the Company liable to retire by rotation based on his expertise.

5. DEPOSITS:

The Company has not accepted any deposits during the year with the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

6. DISCLOSURE ON APPOINTMENT OF AUDITORS IN THE COMPANY:

The Company's Auditors, M/s. Rajesh Bantam & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have expressed their willingness to be re-appointed.

Your Company has obtained a letter from the auditor to the effect that the re-appointment, if made, will be in conformity with the limits specified in section 224 (1B) of the Companies Act, 1956.

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments.

7. AUDIT COMMITTEE:

An audit Committee with an optimum combination of Directors have been formed in order to comply with the various requirements under the Companies Act, 1956 and Clause 49 of the Listing Agreement.

The Board of Directors have been reviewing the working of the committee from time to time to bring about greater effectiveness in its working structure.

Adequate disclosures in respect of the composition of the Audit Committee and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

8. PARTICULARS OF EMPLOYEES:

The relations of the Employees have continued to be harmonious during the year.

The Company's performance management system is bench-marked with prevailing best practices. It seeks to continuously enhance competitiveness and skills of its employees.

Furthermore, no employees of the Company fall into the ambit of drawing remuneration of Rs 24,00,000 per annum or Rs.2,00,000 per month for any part of the year or more, hence no particulars have been furnished as required under section 217 (2A) of the companies Act ,1956 read with the Companies (Particular of Employees Rules ) 1975.

The Board wishes to place on record its sincere appreciation of the efforts put in by the Company's workers, staff and executives for achieving excellent results under difficult conditions.

9. DIRECTORS RESPONSIBITITY STATEMENT:

In accordance with the provision of section 217(2AA) of the Companies Act, 1965, your Directors place on record a responsibility statement stating that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors, in consultation with the auditors, have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit and loss of the Company for that period

(iii) The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

10. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors are responsible to review the corporate social responsibility initiatives undertaken by the Company and make recommendations to the Company with respect to the corporate social responsibility initiatives, policies and practices and to review and implement, if required, any other matter related to corporate social responsibility initiatives as recommended/suggested by RBI or any other body.

Advance Technologies Limited is committed towards maintain the interest of not only the Shareholders but also the society and community at large. Management and the employees are aware of the impact of the operations and actions of the Company they all work towards ensuring a positive impact and its commitment towards corporate social responsibility.

11. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a Corporate Governance Report is given separately and is forming part of the Annual Report for the year 2010-11.

A certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under clause 49 of the Listing Agreement is also attached to this Report.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual report.

13. SECRETARIAL AUDIT REPORT

As a measure of Good Corporate Governance practice, the Board of Directors of the Company has obtained a Certificate from Practicing Company Secretary on the basis of Secretarial Audit of the Company. This is to certify that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

14. CODE OF CONDUCT :

The declaration by the Chairman pursuant to Clause 49(1) (ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel have affirmed their compliance with the Company's Code of Conduct for the year ended 30 the June, 2011 is also attached to this Report.

15. DISCLOSURE OF MATERIAL CHANGES SINCE THE DATE OF BALANCE SHEET:

Pursuant to the section 81(1A) of the Companies Act, 1956, the Company had passed Special Resolution for issue and allotment of 30,00,00,000 Convertible Equity Warrants (hereinafter referred to as "warrants") on preferential basis to the various allotters at the Extra - Ordinary General Meeting of the members of the Company held on Monday, April 4, 2011 at a price of Rs.8.70 per Warrant including a premium of Rs.7.70/- with each warrant convertible into one equity share of Re. 1/- each within a period of 18 months from the date of allotment.

Further, your Company allotted 12,80,00,000 warrants out of aforementioned equity warrants on 20th April, 2011 to various allot tees on preferential basis against the receipt of 25% of the total amount of due from these allotters on each equity warrant so allotted .

16. OTHER CORPORATE INFORMATION:

With Reference to the Winding up petition filed with the High Court, our Company had filed the application for setting aside the ex-parte order as passed by the Humble High Court. In furtherance to this, the High Court passed the order dated 20th July, 2011 setting aside the ex-parte order of winding up and appointment of Official Liquidator of the Assets and records of the Company.

Further the High Court posted the Company Petition for final hearing on 28th July, 2011 which was further adjourned to 4th August, 2011.

17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGN EXCHANGE EARNINGS:

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not given as the Company does not fall under the category mentioned in the abovementioned rules.

18. ACKNOWLEDGEMENT: The Directors acknowledge the contribution made by the large number of dealers and distributors spread all over the country towards improving the service to our valued customers as well as for the overall performance of the Company.

The employees of the Company have continued to display their total commitment towards the pursuit of excellence. Your Directors take this opportunity to place on record their appreciation for the valuable contribution made by the employees and look forward to their services with zeal and dedication in the years ahead to enable the Company to scale even greater heights.

Your Directors are gratified and are obliged by the continuous faith and support it has received over such long period of time from various authorities including Banks and Government authorities and also from Shareholders including all categories of persons associated with the company.

By Order of the Board of Directors

Sd/-

Deepak Royal

(Director)

Place : Mumbai

Date : 2nd September, 2011

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Mar 31, 2010

The Directors are delighted to present their 26th ANNUAL REPORT on the business and operation of the Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2010.

1. FINANCIAL RESULTS :

Financial Result of the Company for the Current year under review along with the figures for the previous year is as follows :

Particulars Schedule For the year ended For the year ended 31st March, 2010 31st March, 2009

Income

Sales I 727716124 768190374

Other Income J 1801788 3332369

Increase/Decrease in Stock K 27102841 16322446

Total Income 756620753 787845189

Expenditure

Purchases 748047896 781765819

Employees Remuneration/ cost 486257 639343

Administrative Expenses L 3112057 599557

Selling Expenses M 44710 38507

Financial Expenses N 21208 7984

Depreciation E 730226 510032

Total Expenditure 752442354 783561241

Profit/(Loss) 4178399 4283947

Provision for FBT - 6513

Provision for Income Tax 1313426 695577

Income Tax Paid 484043 64045

Provision for Deferred Tax 109455 769398

Profit/(Loss) after Tax 2271475 2748414

Balance b/f from Previous Year 60218810 57470395

Less: Reserve used for issue of Bonus shares 58697250 --

Balance b/f 1521560 --

Balance carried to the Balance Sheet 3793034 60218810

Profit considered for arriving at EPS 2271475 2748414

Earnings per Share (Basic) 0.04 0.572

Earnings per Share (Diluted) 0.49 0.587

2. OPERATIONS AND PERFORMANCE :

Your Company in the Financial Year ended 31st March, 2010 clocked total income of Rs. 75,66,20,753/ - and closed the year with net profit standing at Rs. 41,78,399/-. This has been in line with the Companys estimates as the industry is going through a consolidation phase and had seen slowdown in demand in the second half of the year.

As your Company has a diversified portfolio of products it has managed to maintain its income and profitability in these turbulent times. We are comfortably placed to accelerate our top line and bottom line in the next financial year.

3. DIVIDEND :

Keeping in view the Companys need for capital for its various growths plans and with the intent to finance such plans through internal accruals to the maximum, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review.

4. PREFERENTIAL ALLOTMENT:

Pursuant to the section 81(1 A) of the Companies Act, 1956, Company has passed Special Resolution for allotment of Convertible Equity Warrants (hereinafter referred to as warrants) on preferential basis to the various allottees at the Extra - Ordinary General Meeting of the Company held on Tuesday, January 12, 2010.

Your company allotted 40,00,00,000 warrants on 5th February, 2010 to Non- promoters on preferential basis at a price of Rs.3.50 per Warrant including a premium of Rs.2.50/- with each warrant convertible into one equity share of Re. 1/- each within a period of 18 months from the date of allotment.

Company has converted the warrants into Equity Shares in two tranches through Board Meetings held on 20th February, 2010 and 27th March, 2010.

5. DIRECTORS:

Mr. Rajeev Anand who was appointed as a Non-Executive Director of the Company, liable to retire by rotation, being eligible has offered himself for re-appointment on terms and conditions as agreed between the Board and Mr.Rajeev Anand.

Mr. Srikrishna Bhamidipati who was appointed as an Executive Director of the Company, liable to retire by rotation, being eligible for reappointment has offered himself for reappointment on terms and conditions as agreed between the Board and Mr. Srikrishna Bhamidipati.

Mr. Bimal Pravindchandra Kamdar, Additional Director of the Company, has been proposed to be appointed as a Director liable to retire by rotation upon the notice received in writing from a member of the Company along with the deposit of Rs.500/- signifying his intention to propose the said Additional Director as candidate for the Office of Directors.

6. AUDITORS :

M/s Ramesh Batham & Co., Chartered Accountants, Statutory Auditors of the Company, retires in the ensuing Annual General Meeting. Your Directors recommend their re-appointment for the ensuing year. The Company has received a certificate from them stating that appointment is within the prescribed limit u/s 224(1 B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 and no other provision of the aforesaid section are applicable to the Company for the financial year under review.

8. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Conservation Of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption level. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using the energy-efficient fittings and equipments.

Technology Absorption and Research and Development

The Companys Research and Development activities are focused on developing new frameworks, processes and methodologies to improve the speed and Quality of Service delivery.

9. DIRECTORS RESPONSIBITITY STATEMENT :

In accordance with the provision of section 217(2AA) of the Companies Act, 1965, your Directors place on record a responsibility statement stating that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors, in consultation with the auditors, have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit and loss of the Company for that period.

(iii) The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

(iv) The Directors have prepared the Annual Accounts on a going concern basis.

10. PERSONNEL:

The Company continued to have cordial relations with its employees with exception of some untoward incidents in the field at the instance of External unions, etc.

11. PUBLIC DEPOSITS :

The Company has not accepted any public deposits.

12. LISTING :

STOCK EXCHANGE ADDRESS

The Bombay P.J.Towers, 14th Floor, Dalai Street,

Stock Exchange Limited Fort, Mumbai- 400 001.

13. AUDIT COMMITTEE:

The Company has an Audit Committee duly constituted as per the provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also corn-plied with all the Legal and Statutory requirements.

14. CORPORATE GOVERNANCE :

The Report on Corporate Governance and Management Discussion and Analysis Report form an integral part of this Report and are set out as separate annexure to this Report. Your directors confirm that the Company is fully compliant with SEBI Guidelines on Corporate Governance, which have been included in Clause 49 of the Listing Agreement with the Stock Exchange. A Report on the subject together with the Report of the Statutory Auditors on the Compliance by the Company, form part of this Directors Report.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual report.

16. ACKNOWLEDGEMENT :

Your Company outperformed the industry in a challenging year and continues to maintain its leadership position. It also continues to build value for its Shareholders.

Your Directors wish to convey their appreciation to the employees for their enormous effort, hard work as well as their collective contribution to the Companys performance during the year. The Directors would also like to thank the Bankers R&T Agents, Stock Exchange and other authorities for their able guidance & support.

Your directors thank all you customers for the confidence you have reposed in the Company.

17. ADDITIONAL INFORMATION

The Company was in receipt of an ex-parte order of Winding up u/s. 433 and 434 against the Company on 19th July, 2010 in which the Petitioner-Delia Technica Interior Design and Project Management Limited (the then Creditors of the Company) claimed recovery of a sum of Rs. 2,87,875/- from the Company.

Our Advocate on due search of the relevant documents drafted a report stating that, no statutory notice as well as the Petition after acceptance and also the notice under Rule 28 of the Company Court Rules were served on the Company and thus an ex-parte order came to be passed without service upon the company.

Hence, the Company is in the process of filing an Application wherein it has stated the relevant facts about the Companys progress in its field and also prayed that apart from the alleged claim of the Petitioner there are no claims received from any other creditor of the Company and further the alleged claim of the Petitioner is relatively small and it would be just and equitable and in the interest of the justice that the aforesaid ex-parte order of winding up dated 19th July, 2010 be set aside and or permanently stayed.

For and on behalf of Board of Directors

Sd/- Place: Mumbai Director

Date : 6th December, 2010