Your Directors take pleasure in presenting their report on the business and operations of your
Company along with Audited Financial Statements for the year ended on March 31, 2024.

Financial Performance:

(Rs. in Lakhs)

Review of Performance

During the Year 2023-24, the Company has earned total income of Rs. 57.57 (in lakhs) from its
business activities. The total expense for the year stands at Rs. 61.02 (in lakhs). The Company has
incurred loss of Rs. 3.45 (in lakhs) in the Financial Year 2023-2024 as compared to Rs. 0.56 (in lakhs)
in the Previous Year 2022-2023.

The Board is continuously making efforts to expand the operations of the Company which can
benefit to the Company and its stakeholders as well.

Dividend & Reserves

In view of the inadequate profit made during the year, your Directors does not recommend any
dividend for the year 2023-2024 (previous year Nil).

All the amount of loss incurred is adjusted in the Retained earnings.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by
the Company.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 18,00,00,000 divided into
18000000 Equity Shares of Rs. 10 each and the Paid-up Share Capital stands at Rs. 1,49,90,000
divided into 1499000 Equity Shares of Rs. 10 each. There has been no change in the share capital
during the period ended 31st March, 2024.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit
of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits,
which were claimed and remained unpaid by the Company as on 31^st March, 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

During the Financial Year 2023-2024, the Board of the Company comprised of four Directors, out of
which one was Promoter Directors, one was non - promoter director and two were non-promoter
Independent Directors. The Directors comprised by the Board of the Company as on the date of this
Report is as follows:

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having
composition of Board as per Listing Regulations.

None of the Directors of Board is 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.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company
and is holding position of Independent Director in more than 3 Listed Companies. None of the
Director of the Company is holding position as Independent Director in more than 7 Listed
Companies. Further, none of the Directors of the Company is disqualified for being appointed as a
Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly
results of the Company. Additional Board meetings are convened to discuss and decide on various
business policies, strategies and other businesses. The Board meetings are generally held at the
corporate office of the Company situated in the State of Gujarat.

During the year under review, Board of Directors of the Company met 5 (Five) times viz;, 30^th May,
2023, 14^th August, 2024, 08^th September, 2023, 10^th November, 2023, and 10^th February, 2024.

Changes In Directors

During Financial Year 2023-2024, no director was appointed.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies
Act 2013, Mr. Bharvin Patel, Chairman & Managing Director of the Company, retires by rotation at
the ensuing Annual General Meeting. He, being eligible, offers herself for re-appointment as such.
The Board of Directors recommends his appointment on the Board.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this
report, the Company has one Non-Promoter Independent Directors in line with the Companies Act,
2013. A separate meeting of Independent Directors was held on 10^th February, 2024 to review the
performance of Non-Independent Directors and Board as whole and of the chairman and assess the
quality, quantity and timeliness of flow of information between Company Management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent
Director are incorporated on the website of the Company at www.avivaindustries.com.

The Company has received necessary declaration from each independent director under Section
149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

i. Persons of integrity and they possess relevant expertise and experience;

ii. Not a promoter of the Company or its holding, subsidiary or associate company;

iii. Have/had no pecuniary relationship with the company, its holding, subsidiary or associate
company or promoter or directors of the said companies during the two immediately
preceding financial year or during the current financial year;

iv. None of their relatives have or had pecuniary relationship or transactions with the company,
its holding, subsidiary or associate company or promoter or directors of the said companies
amounting to two percent or more of its gross turnover or total income or fifty lakh rupees
whichever is lower during the two immediately preceding financial years or during the
current financial year.

v. who, neither himself nor any of his relatives—

• holds or has held the position of a key managerial personnel or is or has been employee of
the company or its holding, subsidiary or associate company in any of the three financial
years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of -

• a firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; or

• Any legal or a consulting firm that has or had any transaction with the company, its holding,
subsidiary or associate company amounting to ten per cent. or more of the gross turnover
of such firm;

• Holds together with his relatives two percent or more of the total voting power of the
company; or is a Chief Executive or director, by whatever name called, of any non-profit
organization that receives twenty-five percent or more of its receipts from the Company,
any of its promoters, directors or its holding, subsidiary or associate company or that holds
two per cent or more of the total voting power of the company; or possess such other
qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the
directors, on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the
performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non¬
independent directors, performance of the board as a whole and performance of the chairman,
taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which
the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended 31^st March, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of
the Company for that year;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the annual accounts for the year ended 31^st March, 2024 on going
concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the
relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the
quarterly/half yearly/ yearly financial results. The Audit Committee met four times during the
financial year 2023-2024 viz; 30^th May, 2023, 14^th August, 2023, 10^th November, 2023, 10^th February,
2024.

The composition of the Committee and the details of meetings attended by its members are given
below:

Mr. Chetan Gandhi, the Chairman of the Committee had attended last Annual General Meeting of
the Company held on 30^th September, 2023.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of company's Code of Conduct. Further the mechanism
adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances
and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee, in
exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of
the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website of the Company at
www.avivaindustries.com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions
Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are
generally held for identifying the person who is qualified to become Directors and may be appointed
in senior management and recommending their appointments and removal. During the year under
review, one meeting held on 14th August, 2024 inter alia, to recommend the appointment of KMPs
and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given
below:

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and
to harmonize the aspirations of human resources consistent with the goals of the Company and in
terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and
Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the
Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel

> The policy is formulated to identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP and Senior Management personnel
and recommend to the Board for his / her appointment.

> A person should possess adequate qualification, expertise and experience for the position he/
she is considered for appointment.

> In case of appointment of Independent Director, the Committee shall satisfy itself with regard
to the independent nature of the Director vis-a-vis the Company so as to enable the Board to
discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management
personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP
and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them
and provide adequate compensation with the Objective of the Company so that the compensation
is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals
who are committed to the core value of the Company.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at www.avivaindustries.com.

3. Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the
redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of
Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the
year under review, Stakeholders Relationship Committee met one times during the financial year
2023-2024 on 14^th August, 2024. And the details of meetings attended by its members are given
below:

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes
corrective actions for managing/ mitigating the same. The Company has framed a Risk Management
Framework for risk assessment and risk minimization which is periodically reviewed to ensure
smooth operation and effective management control. The Audit Committee also reviews the
adequacy of the risk management framework of the Company, the key risks associated with the
business and measure and steps in place to minimize the same.

Sexual Harassment of Women at Workplace

The Company had one woman Director. Further there were no incidences of sexual harassment
reported during the year under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company
which has occurred between the end of financial year of the Company and the date of this report.

Web Link of Annual Return

The Annual Return for the financial year 2023-24 is available at https://avivaindustries.com/
Particulars of the employees

The ratio of the remuneration of each whole-time director to the median of employees'
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as Annexure - A.

Internal financial control

Your Company has laid down the set of standards, processes and structure which enables to
implement internal financial control across the Organization and ensure that the same are adequate
and operating effectively. To maintain the objectivity and independence of Internal Audit, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system
in the Company, its compliance with the operating systems, accounting procedures and policies of
the Company. Based on the report of Internal Auditor, the process owners undertake the corrective
action in their respective areas and thereby strengthen the Control. Significant audit observation
and corrective actions thereon are presented to the Audit Committee of the Board. However, during
the year, no significant audit observation was found.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or

import substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the

beginning of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: None

iv.) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: Nil
Details of Foreign Exchange Expenditure: Nil
Internal Auditor

The Board has appointed Internal Auditor of the Company. The Internal Auditor is appointed by the
Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit
Committee. The Internal Auditor reports its findings on the internal audit of the Company to the
Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit
Committee.

Statutory Auditors

M/s. P Singhvi & Associates., Chartered Accountants (Firm Registration No. 113602W), is proposed
to be appointed as Statutory Auditor of the company, for a period of 5 years, commencing from the
conclusion of 37th AGM till the conclusion of the 42nd AGM of the Company to be held in year
2026.

The Auditors' Report for FY 2023-24 as submitted by the Statutory Auditors form a part of this
Annual Report and neither contains any qualification, reservation nor adverse remark.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and
comments, appearing in the Auditors Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors as provided under section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Megha Samdani, proprietor of M/s M K SAMDANI & Co., Company Secretaries , (COP
No. 21853), Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year
2023-2024. The Secretarial Audit Report is annexed herewith as Annexure - B.

Regarding qualification and remarks in the Secretarial Audit Report, your Board offers the
following explanation:

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

Indian Accounting Standards (Ind AS) - IFRS Converged Standards

Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate
Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard)
Rules, 2015. Your Company has provided Ind AS Financials for the year ended March 31, 2024 along
with comparable as on March 31, 2023.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings', respectively, have been duly complied by your Company.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your
company for current year and for the industry in which it operates including its position and
perceived trends in near future. The Management Discussion and Analysis Report as stipulated
under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is
attached and forms part of this Directors Report as Annexure - C.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain
regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
therefore the Company has not provided a separate report on Corporate Governance, although few
of the information are provided in this report of Directors under relevant heading.

Contracts and Arrangements with Related Parties

During the year ended March 31, 2024, the Company has not entered into any of the contracts and
arrangements with a related parties covered under section 188 of the Companies Act, 2013. During
the year, the Company had entered into various contract / arrangement / transaction with related
parties which are mentioned in Form AOC-2 as Annexure - D.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed
in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other
applicable provisions of the act and listing regulations, to the extent the transactions took place on
those items during the year. Your Directors further state that no disclosure or reporting is required
in respect of the following items as there were no transactions occur on these items during the year
under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and company's operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co¬
operation extended by Investors, Bankers, Business Associates, and Government. We are deeply
grateful to shareholders for their continued faith, confidence and support to the company.

For, Aviva Industries Limited

Sd/-

Bharvin Patel

Date: 06/09/2024 Chairman and Managing Director

Place: Ahmedabad DIN: 01962391