To
The Members,
Your Directors are pleased to present to the valued stakeholders, the 30th Annual Report of AVRO INDIA LIMITED along with the Audited Financial Statements of the Company for the Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS
2. STATE OF COMPANY'S AFFAIR
During the financial year, the turnover of your company on standalone basis for the financial year ended March 31, 2026 was Rs. 9,099.24 lakhs as compared to Rs. 7,832.48 lakhs for the previous year ended March 31, 2025. The turnover on consolidated basis for the financial year ended March 31, 2026 was Rs. 9,463.74 lakhs. The Profit after tax on standalone basis for the financial year under review was Rs. 420.73 lakhs as compared to Rs. 304.21 lakhs for the previous year.
The Profit after tax on Consolidated basis for the financial year ended March 31, 2026 was Rs. 459.73 lakhs.
The Company is engaged in the manufacturing of plastic furniture and recycling of plastic scrap. During the financial year under review, the Company has purchased used injection moulding machine to scale up the production of plastic cabinets and purchased one of the India's largest washing line to increase the production and improve the quality of recycled granuels. During the financial year 2025-26, the Company has introduced upcycling technology that converts mixed color polymer into a high quality feedstock. On March 10, 2026, the Company has launched Operation Shuddhi, a nationwide mission to transform the plastic waste into economic opportunity through recycling and circular economy. During the financial year ended 2025-26, the turnover and profit of the Company has increased as compared to last financial year.
3. DIVIDEND
With a view to conserve the resources of Company for future growth, the Board has decided to retain the profits generated and has not recommended any dividend for the financial year ended March 31, 2026. Pursuant to provisions of Section 124 and 125 of the Act, there is no amount of dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed equity shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company does not fall under top 1000 listed Companies by market capitalisation as on March 31, 2026 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.
4. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
5. TRANSFER TO RESERVES
The Profit earned during the year has been carried to the reserves of the Company.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.
The Board of directors in its meeting held on March 25, 2026 approved the split of equity shares from Rs. 10 per equity share to Rs. 1 per equity share, which was further approved by the shareholders in Extraordinary general meeting held on April 18, 2026. The National Stock
Exchange of India Limited vide its letter NSE/CML/73983 dated April 30, 2026 and BSE Ltd vide its notice no. 20260430-52 dated April 30, 2026 held that new ISIN INE652Z01025 shall be effective for all trades done on and from the Ex-date May 05, 2026.
The Company has allotted 1,06,090 equity shares on April 18, 2026 pursuant to conversion equal no. of warrants and receipt of balance 75% amount from the respective warrant holders. The remaining 4,24,361 warrants were forfeited by the Company. The 3,23,450 warrants allotted to Mr. Nikhil Aggarwal on February 11, 2025 were forfeited due to non-receipt of balance payment from him.
Apart from the above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
7. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 ('the Act') read with Companies (Acceptance of Deposits) Rules, 2014. There were no deposits which remained unpaid or unclaimed by the Company as on March 31,2026.
8. SHARE CAPITAL
During the year under review, the Company has not issued or allotted any equity shares with or without differential rights.
A. AUTHORISED SHARE CAPITAL:
During the year under review, there is no change in Authorized share capital of the Company. As on 31st March, 2026, the Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) divided into 1,50,00,000 equity shares Rs. 10/- each.
B. ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
As on 31st March, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 13,31,10,500/- divided into 1,33,11,050 equity shares of Rs. 10/- each.
C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with differential rights during the year under review.
D. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares during the year under review.
9. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES
During the financial year 2025-26, the Company has incorporated M/s Avro Recycling Limited as its Wholly Owned Subsidiary on May 14, 2025. M/s Avro Recycling is engaged in the business of recycling of plastic scrap. A statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is annexed as Annexure-A to this report. As on 31st March, 2026, the Company does not have any joint-venture or associate companies.
In accordance with Reg. 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), M/s Avro Recycling Limited is a material subsidiary for the financial year 2025-26 (based on the Turnover/Net worth for the financial year ended 2025-26).
Therefore, in accordance with Reg. 24A of the listing regulations, Secretarial Audit of M/s Avro Recycling Limited, unlisted material subsidiary, was conducted by M/s Chaturvedi & Company, Practicing Company Secretary for the financial year 2025-26. The Secretarial Audit Report submitted by the Practicing Company Secretary does not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report of M/s Avro Recycling Limited is annexed as Annexure-D and forms part of the Annual Report.
10. LISTING
The equity shares of the Company are listed on National Stock Exchange of India Ltd and BSE Ltd.
The listing fees for the financial year 2026-27 has been paid to NSE Ltd & BSE Ltd. The ISIN for equity shares of the Company before split of equity shares is INE652Z01017 and after split of equity shares is INE652Z01025.
11. ANNUAL RETURN
Pursuant to Section 134(3(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Company's website and can be accessed through the link https://avrofurniture.com/aanual-report.php
12. CREDIT RATING
During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
The Board of Directors of the Company has optimum combination of executive and non-executive directors including independent directors and women directors in compliance with the applicable provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').
As on 31st March, 2026, the Board of Directors comprises of 8 (Eight) Directors out of which 3 (three) are Executive Directors, 1 (One) is Non-Executive Director and 4 (four) are Independent Directors. A brief profile of the Directors is available on the website of the Company www.avrofurniture.com.
None of the Directors of Board was a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.
Further, all the Directors of the Company have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI Order or any other such authority.
The details of composition of the Board as at March 31, 2026, the attendance record of the Directors at the Board Meetings held during the financial year 2025-26 and last Annual General Meeting are mentioned in the Corporate Governance Report.
Also, during the year under review, the non-executive directors of the Company had no pecuniary relationship or transaction with the Company other than sitting fees, reimbursement of expenses, if any.
Director Retire by Rotation
Pursuant to Section 152 of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mrs. Anita Aggarwal (DIN: 00248972), Non-Executive Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment. The Board of Directors on the recommendations of the Nomination and Remuneration Committee recommends her re-appointment.
The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-Ill issued by Institute of Company Secretaries of India, of the directors seeking re-appointment at the ensuing AGM are annexed to the notice of the 30th annual general meeting.
Changes during the year
During the financial year 2025-26, Mrs. Sunil Duggal (DIN: 07291685) had resigned from the directorship of the Company w.e.f. September 26, 2025 and confirmed that there was no material reason for his resignation other than reason mentioned in his resignation letter. Mrs. Richa Kathuria (earlier known as Richa Kalra) (DIN: 07632571) had resigned from the directorship of the Company w.e.f. December 20, 2025 and confirmed that there was no material reason for her resignation other than reason mentioned in her resignation letter. During the financial year 2025-26, based on recommendations of Nomination and Remuneration Committee, the Board of Directors in their meeting held on January 02, 2026 have appointed Mrs. Nimisha Rohit Agarwal (DIN: 11442309) as an Additional (Independent) Director of the Company w.e.f. January 02, 2026.
Change in Designation
During the financial year 2025-26, the appointment of Mrs. Nimisha Rohit Agarwal was regularized as an Independent director by the shareholders of the company in Extraordinary General meeting held on February 04, 2026.
Key Managerial Personnel (KMP)
As on 31st March, 2026, following are the Key Managerial persons of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.
14. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS & ADHERENCE TO THE COMPANY'S CODE OF CONDUCT FOR INDEPENDENT DIRECTORS.
All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they qualify to be independent directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of'Independent Director' as mentioned under Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in the opinion of Board, the independent directors fulfills the conditions specified in Listing Regulations and they are independent of the management. All the Independent Directors have affirmed that they have adhered and complied with the Company's Code of Conduct for Independent Directors prescribed in Schedule IV to the Act.
Further, the Independent Directors have confirmed that they are not aware of any circumstance, situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2026 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in terms of Section 150 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014, Mr. Pawan Dixit, Mr. Sushil Kumar Goyal, Mr. Mukul Jain, and Mrs. Nimisha Rohit Agarwal, Independent Directors of the Company have passed the online proficiency self-assessment test and Mrs. Richa Kathuria (earlier known as Richa Kalra) was exempted and not required to undertake online proficiency self-assessment test.
The Board is of the opinion that the Independent Directors on the Board of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity and are independent of management.
15. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 13 (thirteen) times during the financial year ended March 31, 2026 in accordance with the provisions of Companies Act 2013 and rules made thereunder. The intervening gap between two board meetings was within the period as prescribed under Companies Act 2013 and Secretarial Standard-1. The requisite quorum was present at all the meetings and directors have actively participated in the meetings and contributed valuable inputs on the matters brought before the board of Directors from time to time.
Date of Board meetings are i.e. 14.04.2025, 27.05.2025, 12.08.2025, 30.08.2025, 11.09.2025,
29.09.2025, 24.10.2025, 14.11.2025, 02.01.2026, 23.01.2026, 14.02.2026, 06.03.2026,
25.03.2026.
The details of attendance of each Director at the Board Meeting(s) and Annual General Meeting are given in the Report on Corporate Governance.
*Mrs. Richa Kathuria (earlier known as Richa Kalra) had resigned from the directorship of the Company w.e.f. December 20, 2025.
**Mr. Sunil Duggal had resigned from the directorship of the Company w.e.f. September 26, 2025. *** Mrs. Nimisha Rohit Agarwal was appointed as an Independent Director of the Company w.e.f. January 02, 2026.
16. COMMITTEES OF THE BOARD
The Board Committees play vital role in strengthening the Corporate Governance practices of the Company and focus effectively on the issues and expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters as and when required All observations, recommendations and decisions of the Committee were placed before the Board for information, noting and approval
In compliance with applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted following committees of the Board:
1. Audit Committee.
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The composition, terms of reference and number of meetings of the aforementioned Committees and the attendance of each Director in the Committee meetings are provided in the Corporate Governance Report which forms integral part of this Annual Report.
17. AUDIT COMMITTEE
Your Company has constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act 2013 & Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mrs. Richa Kathuria (earlier known as Richa Kalra) had resigned from the Board and committees w.e.f. December 20, 2025. Therefore, the Board of Directors in their meeting held on January 02, 2026 reconstituted the Audit Committee by appointing Mrs. Nimisha Rohit Agarwal as a member of the Committee w.e.f. January 02, 2026.
As on 31st March, 2026, the Audit Committee comprised of three Directors i.e. Mr. Pawan Dixit (Chairman), Mr. Sushil Kumar Goyal (Member) and Mrs. Nimisha Rohit Agarwal (Member).
The recommendations of Audit Committee, whenever given have been accepted by the Board of Directors.
18. FINANCIAL STATEMENTS
The standalone and consolidated financial statements for the financial year ended March 31, 2026 have been prepared in accordance with Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Act and the relevant rules thereof and in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs as at March 31, 2026, and its profits and its cash flow statements for the financial year ended 31st March, 2026.
19. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS.
In terms of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal annual performance evaluation has been done by the Board of its own performance, the Directors individually as well as the evaluation of its committees.
The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of parameters/criteria such as Board Composition, Board Meetings and procedures, Board strategy and Risk Management, Board and Management Relations, Succession planning and Independence of Management from Board Committee. The performance evaluation of the Chairman was also carried out. The Performance evaluation of the Directors was carried out by the entire Board (excluding the director being evaluated). The Directors expressed their satisfaction with the evaluation process.
The performance of the Committees was evaluated by the Board after seeking feedback from committee members on the basis of parameters/criteria such as Adequacy of Committee Composition, effectiveness of the Committees, functions and duties of Committees, meetings, etc.
Independent Directors of the Company in their separate meeting held on March 18, 2026 reviewed the performance of the Non-Independent Directors and the Board as a whole. They have also reviewed the performance of the Chairman of the Company.
20. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee"). During the financial year 2025-26, Mrs. Richa Kathuria (earlier known as Richa Kalra) had resigned from the directorship and membership of the committees w.e.f. December 20, 2026. The Board of Directors have appointed Mr. Mukul Jain as a member of the committee w.e.f. December 25, 2025. As at 31st March, 2026, the CSR Committee comprised Mr. Sushil Kumar Goyal (Non-Executive Independent Director) as Chairman, Mr. Pawan Dixit (Non-Executive Independent Director) and Mr. Mukul Jain (Non-Executive Independent Director) as members of the Committee.
The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR policy and recommending the amount to be spent on CSR activities.
During the year under review, CSR Committee met 1 (One) time on January 02, 2026.
The CSR policy adopted by the can be accessed at the web link
https://avrofurniture.com/pdfl/240724/CSR%20Policy.pdf.
The Annual Report on CSR activities in prescribed format is annexed as an Annexure-B.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company believes in ethical and lawful business conduct and strives to carry on its business activities in fair, transparent and professional manner. Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle Blower Policy for securing/reporting/deterring/punishing/rectifying any unethical, unlawful acts, behaviour, leak/suspected leak of Unpublished Price Sensitive Information etc. and to address bona fide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.
The Policy also provide for adequate safeguards against victimization of persons who use such mechanism and also make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. During the year under review, no complaint pertaining to the company was received under the Whistle Blower Policy/Vigil mechanism.
The said policy is available on the Company's website and can be accessed through the link https://avrofurniture.com/pdfl/Whistle-Blower-Policy.pdf
22. RISK MANAGEMENT
The Board of Directors of the Company has evaluated a system of risk management to monitor the risk management plan for the Company. The audit Committee has additional oversight in the area of financial risks and control Major risks identified by the business and functions are systematically address mitigating actions on a continuing basis.
The development and implementation of risk management has been convened in the Management Discussion and Analysis, which forms part of Annual Report.
23. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the financial year ended 31st March, 2026, no loan and guarantee was given by the Company in terms of Section 186 of the Companies Act, 2013 and rules made thereunder. During the financial year 2025-26, the Company has incorporated M/s Avro Recycling Limited and invested Rs. 1,00,000 (Rupees One Lakh) by subscription of one lakh equity shares of Rs. 1 each. Further, the Company has invested Rs. 39,76,21,872 (Rupees Thirty-Nine Crores Seventy-Six Lakhs Twenty-One Thousand and Eight Hundred Seventy-Two) by way of subscription of right issue of 82,83,789 equity shares of Rs. 48 per equity share (including securities premium of Rs. 47 per equity share). The Company has also made investments in mutual funds, the details of which are given in notes to financial statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013.
All transactions entered into with related parties during the financial year under review were in ordinary course of business and on an arm's length basis. The details of the transactions with related parties are provided in the notes to accompanying financial statements. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-C in the Form AOC-2.
All Related Party transactions are placed before the Audit Committee for approval Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for their review on a periodical basis. The policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Board, is available on the Company's website and can be accessed through the below link https://www.avrofurniture.com/pdfl/Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions.pdf
25. AUDITORS AND AUDITORS REPORT
A. STATUTORY AUDITORS
M/s S A A R K AND CO, Chartered Accountants, (Firm Reg. No. 021758N), a Firm peer reviewed by ICAI, was reappointed as a Statutory Auditors of the Company for another term of five consecutive years at the Annual General Meeting held on September 30, 2023 from the conclusion of the 27th Annual General Meeting of the Company till the conclusion of 32nd Annual General Meeting of the Company to be held in the year 2028.
M/sSAARK AND CO. had provided their consent and a certificate of their eligibility under 139 and 141 of the Companies Act, 2013 and Companies (Audit and Auditors) Rule, 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the SEBI Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, S AARK AND CO was eligible for re-appointment as Statutory Auditors of the Company.
The Statutory Auditors Report on the Standalone and Consolidated financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Auditors have expressed their unmodified opinion on the Standalone and Consolidated financial statements and their reports does not contain any qualifications, observations, adverse remarks or disclaimer. The notes on financial statements referred to in the Auditor's Report are self-explanatory and need no further comments.
B. SECRETARIAL AUDITOR
The Secretarial Audit for the financial year 2025-26 was undertaken by M/s Chaturvedi & Company, the Secretarial Auditor of the Company.
The Secretarial Audit report for the financial year ended 31st March, 2026 under the Companies Act, 2013 read with rules made thereunder is annexed herewith as Annexure-D. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark for the period under review.
Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained Annual Secretarial Compliance Report from M/s Chaturvedi & Company (CP No. 13708), Company Secretaries and the said compliance report was submitted by the Company to BSE Ltd and National Stock Exchange of India Limited within prescribed timeline and is annexed as Annexure-E. The said report forms part of this report is also available on the Company's website and can be accessed at
https://avrofurniture.com/annual-secretarial-compliance-report.php
Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and section 204 of the Companies act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Board of Directors on the recommendation of the Audit Committee, approved the re-appointment of M/s Chaturvedi & Company, Practicing Company Secretary, a Firm peer reviewed by ICSI as a Secretarial Auditor to conduct the Secretarial Audit for the term of 5 (five) consecutive years from April 01, 2025 to 31st March 2030 which was confirmed by the shareholders at the 29th AGM. M/s Chaturvedi & Company, being eligible, has provided their consent to act as the Secretarial Auditors of the Company for term of 5 (five) consecutive years. M/s Chaturvedi & Co has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditor in terms of Regulation 24A of the SEBI Listing Regulations.
C. INTERNAL AUDITOR
M/s NSH Co, Chartered Accountants (Firm Registration No: 033184N) had resigned from the post of Internal Auditors of the Company w.e.f. January 17, 2026 due to other professional commitments.
The Board of Directors in their meeting held on January 23, 2026 appointed M/s Mayank Rajeev & Co, Chartered Accountant (Firm Registration No: 021536C) as an Internal Auditor of the Company till the financial year 2026-27.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, M/s. NSH & Co., Chartered Accountants had carried out the Internal Audit of the Company for the quarter ended June, 2025, September, 2025 and M/s Mayank Rajeev & Co., Chartered Accountants, Internal Auditors of the Company carried out the Internal Audit of the Company for the quarter ended December, 2025 and March, 2026.
26. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) pursuant to Section 118 of the Companies Act, 2013.
27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance towards sexual harassment at the Workplace and have a policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in line with the provisions of Sexual Harassment of Woman at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the rules made thereunder. This policy is applicable to all its establishments located in India, encompassing all employees, and contract workers. As required under the law, an internal complaint committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work places. During the financial year under review, the Company has not received complaint of sexual harassment of women at Workplace.
The policy for prevention, prohibition and redressal of Sexual Harassment of women at Workplace is available on the Company's website and can be accessed through the following link: https://avrofurniture.com/img/Investor%20Desk-%20AVRQ%202/Policies/Policy on Sexual H arassment of Women at Workplace.pdf
28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY.
The Company has an adequate Internal Financial Control System, commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its process and controls with global best practices.
29. MAINTENANCE OF COST RECORDS
The Company has maintained Cost records as required to be maintained as specified by the Central Government under sub section (1) of section 148 of the Companies Act ,2013.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company has no employee who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs. 1,02,00,000 per annum and hence, the company is not required to give information as required under the provisions of Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Further the details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith as Annexure-F and names of top ten employees in terms of remuneration drawn by them pursuant to Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are attached herewith as Annexure-G.
31. NOMINATION AND REMUNERATION POLICY
The Board has adopted Nomination and Remuneration Policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of Directors, Key Managerial personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in industry, qualification, experience, past performance etc. The Non-Executive Directors are paid sitting fees for every meeting of the Board and its committee attended by them. The Nomination and Remuneration Policy of the Company is available on the website of the Company at
https://www.avrofurniture.com/img/Investor%20Desk-%20AVR0%202/Policies/Nomination_
and_Remuneration_Policy_l.pdf
32. CORPORATE GOVERNANCE REPORT
Your Company's Corporate Governance philosophy is governed by its commitment to run its business in legal, ethical and transparent manner. The Company believes that sound corporate governance is critical in enhancing and retaining investor trust. Transparency, accountability, fairness and intensive communication with stakeholders are integral to our functioning.
The Board has framed Code of Conduct for all Board Members and Senior Management of the Company and they have affirmed the compliance for the financial year ended March 31,2026.
The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. The compliance report on the Corporate Governance is annexed to the Board's Report as Annexure-H and a Certificate from M/s Chaturvedi & Company, Company Secretaries with regarding compliance with conditions of Corporate Governance as stipulated under Chapter IV of SEBI Listing Regulations forms part of the Annual report.
33. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year 2025-26, as stipulated under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,is presented in a separate section of this Annual Report as "Annexure-I".
34. POLICY OF PRESERVATION OF DOCUMENTS
Pursuant to the Regulation 9 of Securities and Exchange Board of India (Listing Obligations Disclosure Requirements) Regulations, 2015, the company has adopted the policy of preservation of documents to preserve the documents as per regulation 9(a) & 9(b) of SEBI Listing Regulations. The said policy is available on the website of the Company and can be accessed through the following link
https://www.avrofurniture.com/img/Investor%20Desk-%20AVR0%202/Policies/P0LICY ON PRESERVATION OF DOCUMENTS 905190ca-7e3d-4da7-8052-07b34cc79d9h.pdf
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the financial year 2025-26, no significant and material orders were passed by Regulators or Courts or Tribunals which could impact the going concern status and company's operation in future.
36. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors, KMP's and Designated employees of the Company. The Code requires pre-clearances for dealing in the Company's Shares and prohibits the purchase or sale of the shares of Company by the Directors, KMPs and designated employees of the Company while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading window is closed
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR.
During the financial year 2025-26, no application was made under Insolvency and Bankruptcy Code, 2016. As on March 31, 2026, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO
The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are mentioned below:
A. Conservation of Energy
(i) Steps taken or impact on Conservation of Energy:
The Company has been already using high end imported machines in manufacturing of plastic furniture, hence the consumption of energy is at minimal level However, the Company has taken necessary steps in order to reduce the consumption of energy as much as it can and reduce the damage to the environment.
(ii) The Steps taken by the Company for utilizing alternate sources of energy:
During the financial year 2025-26, the Company has not utilized alternate source of energy.
(iii) The Capital Investment on energy conservation equipments:
During the financial year 2025-26, the company has not made any capital investment on energy conservation equipments.
B. Technology Absorption:
i. The efforts made towards technology absorption: The Company operates in an industry where the technology plays a major role in its output. We try to adopt the advance technology as per the need of the hour and teach the employees to implement it in the operations of the Company to increase the output and accuracy of its services.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Improvement in overall productivity, quality of the services and reduced process scrap and cost.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- During the financial year 2024-25, the Company has imported Squeezer machine, the details of which are as follows:
(a) The details of technology imported: Squeezer Machine
(b) Thedateof import: 02/07/2024
(c) Whether the technology has been fully absorbed: Yes
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable
During the financial year 2024-25, the Company has imported Grinder Machine, the details of which are as follows:
(a) The details of technology imported: Grinder Machine
(b) Thedateof import: 05/09/2024
iv. Expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings and Outgo:
i. The foreign exchange earned in terms of actual inflows during the year: Nil
ii. The foreign exchange outgo during the year in terms of actual outflow: Rs.
2,29,30,136.84
39. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the provision of Section 125(2) of the Act does not apply as the
Company was not required to transfer any amount to the Investor Education and Protection
Fund (IEPF) establishedby the Central Govt, of India.
40. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 30th AGM of the Company including Annual Report for FY 2025-26 are being sent to all members whose email address are registered with the Company/Depository Participant(s).
41. GENERAL DISCLOSURE
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review
a) Voluntary revision of Financial Statement or Board Reports.
b) Instance of Fraud which required the Statutory Auditors to report to the Audit Committee and or/Board under Section 143(12) of the Act and rules framed thereunder.
c) The Company does not have any Holding Company. The Company has incorporated M/s Avro Recycling Limited as its wholly owned subsidiary, but neither the Managing Director nor Whole Time Directors of the Company have received any remuneration or commission from M/s Avro Recycling Limited, wholly owned subsidiary.
d) The Company has not made any one-time settlement of loans taken from the Banks and financial institutions and hence the details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks of FIs along with the reason thereof is not applicable.
42. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013, the Directors state that;
(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at March 31, 2026 and of the profit of the Company for the year ended March 31,2026;
(c) Proper & sufficient care has been taken 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 & detecting fraud & other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper Internal Financial Controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
43. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.