To the members of,
AVANCE TECHNOLOGIES LIMITED
Your Directors take pleasure in presenting the 41st Annual
Report together with the Standalone and Consolidated Audited Financial Statements for the
Financial Year ("FY") ended 31st March, 2025.
COMPANY PERFORMANCE:
Financial Results:
| 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 5,793.19 Lakhs compared to
6,928.93 Lakhs in FY 2023-24, registering a decline primarily due to operational factors.
Total Income decreased to 6,011.25 Lakhs from 7,182.16 Lakhs in
the previous year.
EBITDA improved by 44.35%, reaching 321.52 Lakhs compared
to 222.74 Lakhs in FY 2023-24, reflecting better operational efficiency.
Finance Cost remain same to 0.03 Lakhs from 0.03 Lakhs,
indicating higher borrowing or financing requirements.
Profit Before Tax (PBT) witnessed greater performance, standing
at 321.52 Lakhs compared to 222.74 Lakhs last year.
Profit after Tax (PAT) remained largely stable at 207.36 Lakhs
compared to 207.74 Lakhs in FY 2023-24.
Consolidated Performance
Revenue from Operations grew significantly by 19%,
reaching 17,176.54 Lakhs compared to 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 530.24
Lakhs compared to 488.23 Lakhs in FY 2023-24.
FINANCIAL STATEMENTS:
The Company has prepared the Annual Audited Financial Statements for
the financial year ended 31st 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 31st 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 30th 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 43rd
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 31st 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 21st April, 2023);
Verticore Technologies Private Limited (incorporated on 31st August,
2024);
Avance Platforms Private Limited (incorporated on 7th 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 1st July, 2025.
Late. Mr. Srikrishna Bhamidipati was appointed as Managing Director of
the company w.e.f. 15th 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 2nd 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 14th 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 41st 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. 10th May, 2024, 28th May, 2024, 17th July,
2024, 13th August, 2024, 14th August, 2024, 03rd September, 2024, 14th November, 2024,
28th November, 2024, 12th February, 2025 and 27th 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: 05th September, 2025 |
|
| Place: Mumbai |
|
|