DIRECTORS' REPORT

Your Directors have the pleasure of presenting the 21^st Annual Report of AVI ANSH TEXTILE LIMITED (Formerly
known as AVI ANSH TEXTILE PRIVATE LIMITED) r

with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY

A summary of the Company's financial performance for the financial year ended March 31, 2026 is summarised below:

(Amount in lakhs)

Note: The above figures are extracted from the Financial Statements prepared in accordance with accounting principles
generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

STATE OF THE COMPANY'S AFFAIRS / BUSINESS REVIEW

During the financial year under review, the Company's Revenue from Operations increased by 5.24% to Rs.
14,128.58 Lakhs, as compared to Rs. 13,424.32 Lakhs in the previous financial year ended 31st March, 2025.

The Total Expenses of the Company increased to Rs. 13,998.97 Lakhs, as compared to Rs. 13,219.44 Lakhs in the
previous financial year.

The Company recorded a net profit of Rs. 129.69 lakhs during the financial year under review, as against Rs. 179.60
lakhs in the previous financial year ended 31st March 2025.

IND AS STANDARDS

The Audited Financial Statements for the financial year ended March 31, 2026, have been prepared on accrual basis
under the historical cost convention & ongoing concern basis in accordance with Generally accepted Accounting
Principles in India (' Indian GAAP') to comply with the Accounting Standards specified under section 133 of the
Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the
Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable.

DIVIDEND & TRANSFER TO RESERVES

During the financial year under review, the Board of Directors does not recommend any dividend.

Since there was no unpaid or unclaimed dividend declared and paid during the previous financial year, the
provisions of Section 125 of the Companies Act, 2013 are not applicable.

Further, the Board of Directors has decided to retain the entire amount of profit in the Statement of Profit and Loss,
and no amount out of the current year's profit is proposed to be transferred to the General Reserves

CHANGE IN THE NATURE OF BUSINESS

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

SHARE CAPITAL

TThe Authorized Share Capital of the Company as on 31st March, 2026 stands at ^ 14,00,00,000/- (Rupees Fourteen
Crore Only) consisting of 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of L10 each, out of which the issued,
subscribed and paid-up Equity Share Capital of the Company as on 31st March, 2026 stands at ^13,97,69,300/-
(Rupees Thirteen Crore Ninety-Seven Lakh Sixty-Nine Thousand Three Hundred Only) comprising of 1,39,76,930
(One Crore Thirty-Nine Lakhs Seventy-Six Thousand Nine Hundred Thirty) Equity Shares of L10 each.

Further there is no change in the share capital of the company during the period under review.

BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL'S

The Board is instilled with the blend of professionalism, knowledge and experience which enables the Board to
discharge its responsibilities in an effective and efficient manner leading to the achievement of missions and vision
of the Company along with upholding superlative governance standards.

The Company has an optimum combination of executive and non-executive directors, including independent
directors and a woman director. The existing composition of the Board is fully in conformity with the provisions of
the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 including any statutory modification(s)/ amendment(s) thereof, for the time being in force.

The composition of the Board of Directors of the Company during the period under review was as follows:

All the Independent Directors continue to meets / fulfils the criteria / conditions of Independence as prescribed
under the Companies Act, 2013 and Listing Regulations and are Independent of the management of the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them continue to meet the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
of independent judgment and without any external influence.

During the period under review, except for the loan outstanding from Mrs. Geeta Jain, Non-Executive Director of
the Company, which was carried forward from the previous financial year, none of the Non-Executive Directors of
the Company had any pecuniary transactions with the Company, other than sitting fees paid to the Non-Executive
Directors for attending meetings of the Board of Directors and its Committees, as applicable.

None of the Directors of the Company were disqualified or debarred from holding the office of Director under the
applicable provisions of the Companies Act, 2013, and the rules made thereunder, or under the regulations and
guidelines issued by the Securities and Exchange Board of India.

Appointments/ Re-appointments of Director Retiring by Rotation

Pursuant to Sections 152 and other applicable provisions of the Companies Act, 2013, one-third of Directors are
liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment
at every Annual General Meeting (AGM). Consequently, Mrs. Geeta Jain (DIN: 00153074) retires by rotation at the
ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. A resolution seeking
shareholders' approval for her re-appointment forms part of the notice of 21^st Annual General Meeting.

Cessation

During the period under review, none of the Directors of the Company ceased to hold office.

Key Managerial Personnel's

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the following
persons were the Key Managerial Personnel ("KMP") of the Company during the period under review:

During the period under review, there was no changes in the Key Managerial Personnel's of the Company.

The changes occurring between the end of the year and the date of the report are as follows:

• Mrs. Isha Narang, Company Secretary and Compliance officer of the company resigned with effect from May 20,
2026 and in her place Mr. Hardik Chudasama was appointed as the company Secretary and compliance officer
of the company with effect from 04th July, 2026.

During the period under review, there was no changes in the Key Managerial Personnel's of the Company.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public
companies and none of the Directors served as an Independent Director in more than seven listed entities as on
31st March, 2026. Further, no Whole-time Director served as an Independent Director in any other listed company.
Necessary disclosures regarding Committee positions in other public companies as on 31st March, 2026, have been
made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual
Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is devised in accordance with the provisions of Section
178 of the Act and Regulation 19 of the SEBI Listing Regulations. The said policy of the Company is aimed at
inculcating a performance driven culture. Through its comprehensive compensation programme, the Company
endeavours to attract, retain, develop and motivate a high-performance workforce. The policy is available on the
Company's website viz https://www.avianshgroup.com/uploads/investor/3379Nomination-Remuneration-
policy.pdf

The Company pays remuneration to its Executive Director by way of a fixed salary, based on the recommendations
of the Nomination and Remuneration Committee within the limits as prescribed under the Act and the SEBI
Listing Regulations and as approved by the shareholders.

POLICY ON BOARD DIVERSITY

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for Board
Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides the
organization's approach to Board Diversity. Your Company believes that a diverse Board, comprising individuals
with varied backgrounds, including gender, age, ethnicity, geographical representation, cultural diversity,
industry experience, qualifications, expertise, and skill sets, fosters diversity of thought, enhances the quality of
deliberations and decision-making, and contributes to the Company's long-term growth and sustainable success.
The Board of Directors are responsible for reviewing the policy from time to time. The policy on Board Diversity
has been placed on the Company's website at https://www.avianshgroup.com/uploads/investor/3683Policy-
on-Diversity-of-Board-of-Directors.pdf

MATERIAL CHANGE AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been 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 the report.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public in
terms of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

However the company has taken loans from director details of which are as follows:

INSURANCE

The Company's properties including building, plant and machinery, stocks, stores, etc., have been adequately
insured against major risks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act
read with the Companies (Meetings of the Board and its Powers) Rules, 2014, are given in notes to the Financial
Statements of the Company for the financial year ended March 31, 2026.

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

During the year under review, no significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.

RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

The Company has Policies on Related Party Transaction and Determining Materiality of Related Party Transactions
duly approved by the Board. The Policy provide a framework for identification of related parties, necessary
approvals by the Audit Committee/ Board, reporting and disclosure requirements in compliance with the
requirements of the Companies Act, 2013 and SEBI Listing Regulations.

During the period under review, all related party transactions that were entered into were on an arm's length basis
and were in the ordinary course of business and as per the Related Party Transaction's Policy of the Company and
in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. There were no materially
significant related party transactions by the Company with the Promoters, Directors, and Key Managerial Personnel
which may have a potential conflict with the interests of the Company at large.

All transactions entered into with Related Parties during the period under review were on an arm's length basis.
Accordingly, the disclosure in Form AOC-2, pursuant to Section 134(3) (h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Report as 'Annexure-I'.

Further, the details of transactions with Related Parties, as required under Accounting Standard (AS)-18, have
been disclosed in the Notes to the Financial Statements for the financial year ended 31st March, 2026.

The policy on dealing with Related Party Transactions can be accessed on the website of the Company at www.
avianshgroup.com.

DISCLOSURE OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING
TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE
LISTED ENTITY IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR
ANNUAL RESULTS

The details of holding of Promoter/Promoter group for the period under review are as follows:

The details of transactions with promoter/promoter group holding 10% or more shares have been disclosed in the
financial statements which is part of the Annual Report. The details of the transactions with related parties during
Financial Year 2025-26 are provided in the accompanying financial statements.

RISK MANAGEMENT POLICY

In compliance with the requirement of the Act, your Company has put in place Risk Management Policy and
periodically identified risks and taken appropriate steps for their mitigation. The main objective of the policy is to
ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating
and resolving risks associated with the business.

At present, there is no element of risk, which may threaten the existence of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance to Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, the Company has
adopted a Whistle Blower Policy for its employees and Directors to report concerns about unethical behaviour,
actual & suspected frauds etc. The Policy provides adequate safeguard against victimization to the Whistle Blower
and enables them to raise concerns and provides an option of direct access to the Chairman of Audit Committee.

The Audit Committee of the Company oversees the functioning of the Whistle Blower Policy/ Vigil Mechanism
and reviews the findings, if any. Further, during the period under review, no complaint was received by the
Company under the vigil mechanism during the period under review.

The Whistle Blower Policy can be accessed on the website of the Company at www.avianshgroup.com.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and
outgo, pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is enclosed as
'Annexure-II' and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility Committee for the Financial Year
2025-26 as net worth, turnover and net profit for the period under review do not exceed the limits specified under
section 135(1) of the Companies Act, 2013.

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Schedule V, Para C, Clause10 (i) of the SEBI Listing Regulations, a certificate has been received
from M/s. Neeraj Arora & Associates., Company Secretaries (COP No.: 16186), Company Secretaries in practice,
certifying that none of the Directors on the Board of the Company had been debarred or disqualified from being
appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such other
Statutory/ Regulatory authority and is attached to the Corporate Governance Report.

COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO)

In terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Compliance certificate issued by the MD and CFO on the financial statements and internal controls relating to
financial reporting for the year 2025-26 forms the part of the annual report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this Report as 'Annexure-III'.

COMMITTEES OF BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated
authority. Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has
constituted the following committees:

(i) Audit Committee

(ii) Stakeholder's Relationship Committee

(iii) Nomination and Remuneration Committee

The details of the composition of the Committees, meetings held, attendance of Committee Members at such
meetings and other relevant details are provided in 'Report on Corporate Governance' that forms part of this
Annual Report. Further, during the year under review, all recommendations made by the Committees have been
accepted by the Board.

Further, the NRC policy of the Company is available on the website of the Company at www.avianshgroup.com
DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors hereby confirms and accepts the responsibility for the
following in respect of the Audited Financial Statements for the financial year ended March 31, 2026:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there
are no material departures;

(b) that the directors had selected such accounting policies and applied them consistently and made judgements
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 of the Company for that period;

(c) that 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) that the directors had prepared annual accounts for the financial year ended March 31, 2026 on a going concern
basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) read with Para B of Schedule
V of the SEBI Listing Regulations for the financial year under review is annexed and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Company, being listed on the SME Platform of the National Stock Exchange, is exempted from the provisions
of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Consequently, the Company
is not required to disclose information covered under Para (C), (D), and (E) of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

As a listed Company, the necessary measures have been taken to comply with the listing regulations of the Stock
Exchanges. We strive to attain high standards of corporate governance in our dealings with all stakeholders and
have complied with all mandatory requirements relating to Corporate Governance as stipulated in Para C of
Schedule V of the Listing Regulations.

The Company ensures that it evolves and follows corporate governance guidelines and best practices diligently —
not just to enhance long-term shareholder value, but also to respect the rights of minority shareholders. Avi Ansh
Textile Limited considers it an inherent responsibility to disclose timely and accurate information regarding the
Company's operations, performance, leadership, and governance.

In keeping with this principle, although the Corporate Governance Report is not mandatorily applicable to the
Company, we have voluntarily complied with its provisions as a measure of good governance. The "Report on
Corporate Governance" forms an integral part of this document and is set out as a separate section in this Annual
Report.

A certificate from M/s. Neeraj Arora & Associates, Practicing Company Secretaries, certifying compliance with the
conditions of corporate governance stipulated in Para E of Schedule V of the Listing Regulations, is annexed with
the Report on Corporate Governance.

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

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under.
The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company believes in providing safe working place for the Women
in the Company and adequate protection are given for them to carry out their duties without fear or favour.

To comply with the provisions of Section 134 of the Act and rules made thereunder, your Company has complied
with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received or remained pending for disposal under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no complaints
were pending at the commencement of the year, and no complaints were pending at the end of the year.

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual return, referred to in Section 92(3) of the
Act and rules framed thereunder, for the financial year ended March 31, 2026 is available on the website of the
Company and can be accessed through the web link:

https://www.avianshgroup.com/uploads/investor/9183Annual%20Return%202025-2026.pdf
HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY PREVENTION OF INSIDER

As on March 31, 2026, the Company does not have any Holding or Subsidiary or Joint Venture or Associate
Company. Therefore, AOC-1 is not applicable to the Company.

Further, no company has become or ceased to be the subsidiary, joint venture or associate company during the
Financial Year 2025-26.

PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to Designated Persons of
the Company. The code requires pre-clearance for dealing in the Company's shares in certain cases and prohibits
the dealing in the Company's shares by the Designated Persons while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed.

The code of conduct for prevention of insider trading is disclosed in the website of the Company and can be
assessed at www.avianshgroup.com

BOARD MEETINGS AND ANNUAL GENERAL MEETING AND OTHER GENERAL MEETINGS

The Board met Five times during the year under review. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, Details of Board and
Committee meetings held during the year under review and Directors attending the same are given in the
Corporate Governance Report forming part of this Board's Report for the financial year ended March 31, 2026

The 20^th Annual general meeting of the company for the financial year ended 31^st March, 2025 was held on Friday,
19^th September, 2025.

The Board meeting dates were finalised in consultation with all directors and the agenda papers backed up by
comprehensive notes and detailed background information was circulated well in advance before the date of the
meeting thereby enabling the Board to take informed decision.

MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) of Listing Regulations and as stipulated in the code for Independent Directors under
Schedule IV of the Act, a separate meeting of Independent Directors was held on March 06, 2026, to review the
performance of Chairperson, Non-Independent Directors and Managing Director and the Board as a whole. The
Independent Directors also in the said meeting assessed and reviewed the quality, quantity and timeliness of the
flow of information between the Management and the Board and its committees which is essential for effective
discharge of their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the provisions of Regulation 25(7) of the Listing Regulations, the Company has been conducting
various familiarisation program for independent directors. At the time of appointing a Director, the Company
issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities as a
Director of the Company. All the Independent Director are provided with all policies as framed by the Company
under various statues and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to familiarize
with Company's procedure and practices.

The details of the Company's policy on Familiarization Programs can be assessed at www.avianshgroup.com

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTES AND INIDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and the "Guidance Note on Board
Evaluation" issued by SEBI on January 05, 2017 and other applicable provisions, if any, the Board has carried out
annual evaluation of its own performance and that of its committees and individual directors. The evaluation
criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of
Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the
Board and effective decision making.

The evaluation was carried out through a structured evaluation process to evaluate the performance of Individual
directors including the Chairman of the Board. The performance evaluation of the Board, its Committees and
individual directors was conducted and the same was based on questionnaire.

The Performance evaluation of Independent Directors was carried out by the entire Board. The Performance
evaluation of the Chairman and Non Independent Director was carried out by the Independent Director. The
members of the Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship
Committee were also assessed in the context of the Committee's effectiveness.

The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors,

Chairperson and the Board, pursuant to Schedule IV to the Act and Regulation 25 (4) of the SEBI Listing Regulations.

The Outcome of the Board Evaluation was discussed by the Nomination & Remuneration Committee in its meeting
held on May 18, 2026 and the Board in its meeting held on May 18, 2026.

The Directors expressed their satisfaction towards the evaluation process.

INTERNAL FINANCIAL CONTROLS

Internal financial controls are an integral part of the risk management process addressing amongst others financial
and non-financial risks. The internal financial controls are documented and augmented in the day-to-day business
processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, self¬
assessment, continuous monitoring by functional experts as well as testing by the Statutory/ Internal Auditor
during the course of their audits.

Your Company has in place adequate Internal Financial Controls with reference to financial statements carefully
designed to match the size and complexity of its business operations. During the year under review, such controls
were tested by Statutory as well as Internal Auditors, and no reportable material weaknesses in the design or
operation were observed. The Audit Committee actively oversees and reviews the adequacy and effectiveness of
the internal control systems and suggests improvements as needed.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the
Companies Act, 2013 forms part of the Statutory Auditor's Report board

AUDITOR'S & AUDITOR'S REPORT

i) STATUTORY AUDITOR AND THEIR REPORT

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the
Act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-
enactment(s)/amendment(s) thereof, for the time being in the force), M/s Kuldeep Sharma & Associates,
Chartered Accountants (Firm Registration No. 024838N), were appointed as statutory auditors for a period
of five consecutive years commencing from the conclusion of 19^th AGM (Annual General Meeting) held on
September 11, 2024 till the conclusion of 24^th AGM to be held in the calendar year 2029.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the
ICAI.

The auditor report given by M/s Kuldeep Sharma & Associates, Chartered Accountants, Statutory Auditors,
on the Financial Statements of the Company for the financial year ended March 31, 2026, forms part of the
Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any
disclaimer in their report.

ii) COST AUDITORS AND COST AUDIT REPORT

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and
have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained
by the Company as required under Section 148(1) of the Companies Act, 2013.

M/s Gurvinder Chopra & Co (FRN: 100260) were appointed as the Cost Auditor to conduct the cost audit for
the financial year ended March 31, 2026.

Further, The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved
the appointment of M/s Gurvinder Chopra & Co (FRN: 100260) as the cost auditors of the Company for the
year ending March 31, 2027. M/s Gurvinder Chopra & Co, have vast experience in the field of cost audit. A
resolution for ratification of the remuneration payable for such cost audit services forms part of the Notice of
ensuing 21^st Annual General Meeting.

A certificate from M/s Gurvinder Chopra & Co, Cost Accountants (FRN: 100260) has been received to the
effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the
limits prescribed under Section 141 of the Act and the rules framed thereunder.

The Company has maintained accounts and records as specified under sub-section (1) of section 148 of the
Act.

iii) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable
provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of
5 years commencing from FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204
and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable
provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the
AGM held on 19^th September, 2025, approved the appointment of M/s Neeraj Arora & Associates, (Peer Review
Certificate No.: 3738/2023), Practicing Company Secretaries, as the secretarial auditors of the Company for a
period of five years commencing from the conclusion of the 20^th Annual general meeting held on Friday, 19^th
September, 2025, until the conclusion of 25^th Annual general meeting of the Company to be held in the year 2030,
for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith as "Annexure-
IV".

There are no qualifications or observations, or adverse remarks made by the Secretarial Auditor in their Report.
The contents of the Secretarial Audit Report are self-explanatory.

Further, pursuant to the Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report for
the financial year 2025-2026 has been submitted to the stock exchanges within 60 days of the end of the financial
year.

iv) INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s Gupta D.K & Co. Chartered Accountants, as the
Internal Auditors of the Company pursuant to the provisions of Section 138 of the Act for financial year 2025¬
2026 and the reports on periodical basis submitted by the auditor were placed before the Audit Committee and
Board of Directors.

Further, the Board, at its meeting held on August 26, 2026 re-appointed M/s Gupta D.K & Co. Chartered
Accountants, as the Internal Auditor of the Company for the financial year 2026-2027.

REPORTING OF FRAUDS

During the period under review and pursuant to the provision of Section 143(12) of the Act and rules framed
thereunder, there have been no instance of fraud reported by any of the Auditor of the Company either to the
Audit Committee/ Board or to the Central Government.

POLICIES

FOLLOWING POLICIES ARE ALSO ADOPTED BY THE BOARD AND ARE AVAILABLE ON THE WEBSITE
OF COMPANY AT www.avianshgroup.com

SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and
SS-2 issued by the Institute of Company Secretaries of India.

DISCLOUSRE AS PER MATERNITY BENEFIT ACT, 1961

The Directors hereby confirm that the Company is in full compliance with the provisions of the Maternity Benefit
Act, 1961 for the period under review and affirm that -

(a) the Company provides maternity leave in accordance with the requirements of the Act;

(b) all necessary facilities and entitlements mandated by the law are extended to women employees;

(c) no discriminatory practices are adopted against women employees on account of maternity or child birth.
OTHER DISCLOSURES

Statement of Deviation(s) or Variation

During the financial year 2024-25, the Company had raised Rs. 25.99 Crore by way of Initial Public offer which has
been fully utilized in the Financial Year 2025-26. Your Board hereby confirms that there were no deviation(s) or
variation(s) in the utilization of said proceeds.

NON APPLICABILITY OF DISCLOSURES

Your Directors hereby clarify that the following disclosures are not applicable, considering that there were no such
transactions in the year under review:

• No equity shares were issued with differential rights as to dividend, voting or otherwise.

• No Sweat Equity shares were issued.

• No employee stock options were issued.

• Your Company has not resorted to any buy back of its Equity Shares during the year under review.

• No application has been made and/or any proceeding are pending under the Insolvency and Bankruptcy
Code, 2016 during the year.

• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining
loans from banks or financial institutions, along with reasons, are not applicable.

GREEN INITIATIVE

Electronic copies of the Annual Report 2025-26 and the Notice of the 21^st Annual General Meeting are sent to all
members whose email addresses are registered with the Company/RTA.

In order to support Green Initiative, the Company requests those members who have yet not registered their
e-mail address, to register the same directly with their Depository Participant, in case shares are held in electronic
form or with the Company, in case shares are held in physical form.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees for their contribution towards
the Company's performance. The Directors would also like to thank the members, Customers, Suppliers, Bankers,
Governments and all other business associates for their co-operation and continuous support to the Company.

Place: New Delhi On Behalf of the Board of Directors

Date: August 26, 2026 Avi Ansh Textile Limited

Anil Kumar Jain Geeta Jain

(Chairman & Managing Director) (Director)

DIN : 00150070 DIN : 00153074