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You can view full text of the latest Director's Report for the company.

BSE: 530881ISIN: INE485K01022INDUSTRY: Trading & Distributors

BSE   ` 5.28   Open: 5.31   Today's Range 5.22
5.40
-0.02 ( -0.38 %) Prev Close: 5.30 52 Week Range 4.98
12.71
Year End :2026-03 

Your Directors have pleasure in presenting the 40th Directors' Report and the
Audited Statement of Accounts of the Company for the Financial Year ended

31.03.2026

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2026 has been as
under:

(Rs. in lakhs)

Particulars

2024-25

2025-26

Reve nue from Operations

2,788.41

2,775.44

Other Income (Including Exceptional Items)

28.13

11.80

Total Income (Revenue Other Income)

2,816.54

2,787.24

Total Expenses

2,287.18

2,487.07

Profit/(Loss) before Depreciation, Finance Costs,
Exceptional items and Tax Expense (EBITDA approx.)

529.36

300.17

Less: Depreciation/ Amortisation/ Impairment

304.58

335.81

Profit/(Loss ) before Finance Costs, Exceptional items and
Tax Expense (EBIT)

224.79

-35.64

Less: Finance Costs

258.87

204.73

Profit/(Loss) before Exceptional items and Tax Expense

-34.09

-240.37

Add/(Less): Exceptional i tems

--

273.65

Profit/(Loss) before Tax Expense

-34.09

-514.02

Less: Tax Expense (Current & Deferred)

-6.47

-60.41

Profit / (Loss) for the year (1)

-27.62

-453.61

Other Comprehensive Income

Nil

Nil

Total Comprehensive Income

-27.62

-453.61

Balance of profit/(loss) fo r earlier years

-

-

Less: Transfer to Reserves

-

-

Less: Dividend paid on Equity Shares

-

-

Less: Dividend Distribution Tax

-

-

Balance carried forward

-

-

Earnings per Equity Share

- Basic (?)

(0.01)

(0.24)

- Diluted (?)

(0.01)

(0.24)

2. REVIEW OF OPERATIONS:

During the year under review the Company has earned the total income
of Rs. 2,787.24 Lakhs and incurred net loss of Rs. 453.61 Lakhs as
compared to the total income of Rs. 2,816.54 Lakhs and net loss of Rs.
27.62 Lakhs in the previous financial year 2024-25.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company's affairs and related aspects is provided
under Management Discussion and Analysis report, which has been
prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and forms
part of the Annual Report.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the year under review, there were no changes in the nature of
Business.

5. RESERVES

The Closing balance of reserves, including retained earnings, of the
Company as at 31.03.2026 is Rs. 1008.00 Lakhs.

6. DIVIDEND :

During the year under review, the Board has not recommended or paid
any dividend for the year 2025-26.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the
financial position of the Company after the end of the financial year and
up to date of this report (09.07.2026).

8. REVISION OF FINANCIAL STATEMENTS:

During the year under review, there is no revision in the Financial
Statements.

9. SHARE CAPITAL:

• Authorized Share Capital

During the year under review, there was no change in the authorized
share capital and paid-up capital of the Company.

The Authorized Share Capital of the Company stands at Rs.
19,00,00,000 (Rupees Nineteen Crores only) divided into 19,00,00,000
(Nineteen Crores) equity shares of Re. 1/- (Rupee One) each.

• Paid-up Share Capital

The paid-up share capital of the Company is Rs. 18,63,81,000/-
(Rupees Eighteen Crores Sixty-Three Lakhs Eighty-One Thousand
Only) divided into 18,63,81,000 (Rupees Eighteen Crores Sixty-Three
Lakhs Eighty-One Thousand Only) Equity Shares of Re.1/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company was not required to transfer
any amount to Investor Education and Protection Fund (IEPF).

12. DIRECTORS OR KMP APPOINTED OR RESIGNED:

During the year under review, there was no change in the management
of the Company. However, during the year, Mr. Pabbathi Badari
Narayana Murthy, Mr. Dathvik Pabbathi and Mr. Nadimpalli Vishal were
re-appointed as whole-time directors of the Company for a period of 3
years w.e.f. 10.11.2025.

13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company has devised, inter alia, the following policies viz.:

a) Policy for selection of Directors and determining Directors'
independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other
employees.

The Policy for selection of Directors and determining Directors'
independence sets out the guiding principles for identifying persons who
are qualified to become Directors and to determine the independence of
Directors, while considering their appointment as independent directors
of the Company.

The Policy also provides for the factors in evaluating the suitability of
individual board members with diverse background and experience that
are relevant for the Company's operations. The Policy is available on the
Company's website and can be accessed at
https://www.abvl.co.in/investors/plicies/Board_Evaluation.pdf.

The Company's remuneration policy is directed towards rewarding
performance, based on review of achievements. The Policy is available
on the Company's website and can be accessed at

https://www.abvl.co.in/investors/plicies/Nomination_Remuneration_Pli

cies.pdf.

There has been no change in the above two policies, during the year
under review.

14. DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL
BASIS:

The Company has received declarations from Mr. Vijaya Rama
Lakshmana Murthy Mylavarapu, Ms. Dhanalakshmi Guntaka, Mr. Srikar
Ranga, Independent Directors of the Company to the effect that they are
meeting the criteria of independence as provided in Sub-Section (6) of
Section 149 of the Companies Act, 2013 and Regulation 25 of sEbI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.The Independent Directors have also confirmed that they have
complied with the Company's Code of Conduct.

During the year, Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and
Committee(s).

All the Independent Directors of your Company have been registered
and are members of Independent Directors Databank maintained by the
Indian Institute of Corporate Affairs (IICA).

All the Independent Director of the Company, has successfully
passed/exempted from requirement of passing the Online Proficiency
Self-Assessment Test conducted by the Indian Institute of Corporate
Affairs in terms of the applicable provisions of the Companies Act 2013
and the relevant rules made thereunder, considering their extensive
experience and expertise.

15. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT
DIRECTORS

All the Independent Directors of the Company have given their
respective declaration/ disclosures under Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations and have confirmed that they
fulfil the independence criteria as specified under section 149(6) of the
Act and Regulation 16 of the Listing Regulations and have also
confirmed that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent
judgment and without any external influence. Further, the Board, after
taking these declarations/disclosures on record and acknowledging the

veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience
to qualify as Independent Directors of the Company and are
Independent of the Management.

The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possesses requisite expertise,
experience and qualifications to discharge the assigned duties and
responsibilities as mandated by the Companies Act, 2013 and Listing
Regulations diligently.

16. BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the Financial Year
from 1st April 2025 to 31st March 2026. The dates on which the meetings
were held are 07.04.2025, 29.05.2025, 04.08.2025, 03.11.2025 and

03.02.2026 in respect of which proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.

17. COMMITTEES:

The Company being a listed Company, has validly constituted various
applicable and mandatory committees i.e. Audit Committee, Nomination
and Remuneration Committee and Stakeholder Relationship
Committee.

18. BOARD EVALUATION:

Nomination and Remuneration Committee has carried out an annual
evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing
Regulations. The performance of the board was evaluated by the board
after seeking inputs from all the directors on the basis of criteria such as
the board composition and structure, effectiveness of board processes,
information and functioning, etc. The performance of the committees
was evaluated by the Nomination and Remuneration Committee after
seeking inputs from the committee members on the basis of criteria such
as the composition of committees, effectiveness of committee meetings,
etc. The above criteria are based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017.

In a separate meeting of independent directors was conducted on

18.02.2026 to evaluate the performance of non-independent directors,
the board as a whole and the Chairman of the Company, taking into
account the views of executive directors and nonexecutive directors.

19. STATEMENT SHOWING THE NAMES OF THE TOP TEN
EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE
NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
is appended as
ANNEXURE - I to this Report.

A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to this
Annual report as
ANNEXURE - II.

During the year, NONE of the employees (excluding Executive
Directors) is drawing a remuneration of Rs.1,02,00,000/- and above per
annum or Rs.8,50,000/- and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act,2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

20. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) &
(3) of the Companies (Appointment & Remuneration) Rules, 2014, ratio
of remuneration of Mr. Pabbathi Badari Narayana Murthy, Whole-time
Director of the Company to the median remuneration of the employee is
18.35: 1 and Mr. Nadimpalli Vishal, Whole-time Director and CFO of the
Company to the median remuneration of the employee is 11.02: 1.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the
Companies Act, 2013 and on the basis of explanation given by the
executives of the Company and subject to disclosures in the Annual
Accounts of the Company from time to time, we state as under:

a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

b) That the Directors have selected such accounting policies and applied
them consistently and made judgment 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 period;

c) That the Directors have 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 have prepared the annual accounts on a going
concern basis:

e) That the Directors have lain down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and

f) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control
across its various locations, commensurate with its size and operations.
The organization is adequately staffed with qualified and experienced
personnel for implementing and monitoring the internal control
environment. The internal audit function is adequately resourced
commensurate with the operations of the Company and reports to the
Audit Committee of the Board.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Auditors of the Company have not
reported any frauds to the Board of Directors as prescribed under
Section 143(12) of the Companies Act, 2013 and rules made thereunder.

24. CEO/ CFO CERTIFICATION:

The Whole-time Director and Chief Financial Officer Certification on the
financial statements under Regulation 17 (8) of SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015 for the year
2025-26 is annexed in this Annual Report.

25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES:

During the year under review, the Company does not have any
subsidiaries, joint ventures or associate Companies.

26. NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO
BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

During the financial year under review, no company has become or
ceased to be a subsidiary, joint venture or associate of the Company.

27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial
Year ended March 31,2026, there has been no non-compliance with the
requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated
22nd January 2019 amending the Companies (Acceptance of Deposits)
Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as
deposits.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has granted a loan to
Pasura Xpress LLP amounting to ?80.72 lakhs. The Company has not
provided any guarantees or made any investments that attract the
provisions of Section 186 of the Companies Act, 2013

Sl.no

Name of the LLP

Amount (Rs. In Lakhs)

Transaction Type

1.

Pasura Xpress LLP

80.72

Granting of loan

However, The approval of the shareholders by way of ratification is proposed
to be obtained at the ensuing Annual General Meeting. Further, the borrower,
Pasura Xpress LLP is in the process of repaying the outstanding amount.
Upon receipt of the said amount, Arunjyoti Bio Ventures Limited shall take
necessary steps to file an application for compounding of the offence with the
competent authority and regularize the matter in accordance with the
applicable legal and regulatory requirements.

29. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions
which is also available on Company's website at https://www.abvl.co.in/
policies.html. This policy deals with the review and approval of related
party transactions.

All related party transactions that were entered into during the financial

year were on arm's length basis and were in the ordinary course of
business. There were no material significant related party transactions
made by the Company with the Promoters, Directors, Key Managerial
Personnel or the Senior Management which may have a potential
conflict with the interest of the Company at large except purchase of land
admeasuring 2 acres and 6 guntas along with a constructed warehouse
admeasuring 22,023 square feet situated at Jangaon, Telangana, from
related parties, in compliance with the applicable provisions of the
Companies Act, 2013 and SEBI LODR Regulations.

Particulars of contracts or arrangements with related parties referred to
in Section 188(1) of the Companies Act, 2013 in the prescribed Form
AOC-2 is appended as ANNEXURE - IV which forms part of this Report.

All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit Committee
was obtained for the transactions which are foreseen and are in
repetitive in nature. Members may refer to notes to the financial
statements which sets out related party disclosures pursuant to IND AS-
24.

30. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act
2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by
using energy efficient computers and purchase of energy efficient
equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL

31. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

The Company has implemented all of its major stipulations as applicable
to the Company. As stipulated under Regulation 34 read with schedule V
of SEBI (LODR) Regulations, 2015, a report on Corporate Governance
duly audited is appended as Annexure VI for information of the

Members. A requisite certificate from the Secretarial Auditors of the
Company confirming compliance with the conditions of Corporate
Governance is attached to the Report on Corporate Governance.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF
CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since the Company does not have the net worth of Rs. 500 Crores or
more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5
Crores or more during the financial year 2024-25, hence the section 135
of the Companies Act, 2013 relating to Corporate Social Responsibility is
not applicable and the Company need not adopt any Corporate Social
Responsibility Policy.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013, a vigil Mechanism for Directors and employees to report
genuine concerns has been established. It also provides for necessary
safeguards for protection against victimization for whistle blowing in
good faith.

Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS /
REGULATORS/ TRIBUNALS:

There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and
its future operations.

35. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Your Company's Statutory Auditors, M/s. Ravi & Co., Chartered
Accountants have tendered their resignation w.e.f. 04.08.2025,
therefore the Board in its meeting held on 04.08.2025 has approved the
appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants, Hyderabad, as the Statutory Auditors of the Company
w.e.f. 04.08.2025 at a remuneration as fixed by the Board to fill the
casual vacancy subject to approval of shareholders within 3 months
from the date of recommendation/appointment and at the Annual
General Meeting held on 10.09.2025 the shareholders has approved the
appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants for a period of 5 years.

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, have
issued the Auditors' Report for fiscal 2026 does not contain any
qualification, reservation or adverse remark except the following:

a) The Company has granted loan of Rs. 80.72 Lakhs (Amount outstanding
as on 31st March 2026 is Rs. 65.99 Lakhs) to LLP in which directors are
interested, which is subject to approval by the company under Section
185 (2) and the company is proposing to place it before the ensuing AGM
for members approval.

b) During the year, managerial remuneration exceeded the remuneration
approved by the shareholders by ?25.19 lakhs due to the approval being
granted on a net remuneration basis. The Company proposes to obtain
shareholders' approval/ratification for the excess remuneration at the
ensuing Annual General Meeting.

c) No undisputed amounts payable in respect of Goods and Service Tax,
provident fund, employees' state insurance, income-tax, sales-tax,
service tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues were in arrears, as at 31 March 2026 for a
period of more than six months from the date they became payable,
except as below which are pending to be remitted on account of KYC
issues and operational challenges.

Name of Statute

Nature of due

Amount
in Rs

Period to
wh i ch it relates

Due date

Date of
payment

Remarks

The Employee State
Insurance Act, 1948

Employee State
Insurance

1,282

Apr-24

15-05-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

3,662

May-24

15-06-2024

-

-

The Provident fund Act,
1952

Provident Fund

47,405

Jun-24

15-07-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

5,080

-

-

The Provident fund Act,
1952

Provident Fund

51,479

Jul-24

15-08-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

5,514

-

The Provident fund Act,
1952

Provident Fund

23,339

Aug-24

15-09-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

559

-

-

The Provident fund Act,
1952

Provident Fund

66,941

Sep-24

15-10-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

9,220

-

-

The Provident fund Act,
1952

Provident Fund

79,005

Oct-24

15-11-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

12,144

-

-

The Provident fund Act,
1952

Provident Fund

82,442

Nov-24

15-12-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

12,714

-

-

The Provident fund Act,
1952

Provident Fund

49,057

Dec-24

15-01-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

9,562

-

-

The Provident fund Act,
1952

Provident Fund

1,06,313

Jan-25

15-02-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

18,479

-

-

The Provident fund Act,
1952

Provident Fund

1,09,225

Feb-25

15-03-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

18,961

-

-

The Provident fund Act,
1952

Provident Fund

1,14,005

Mar-25

15-04-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

20,229

-

-

The Provident fund Act,
1952

Provident Fund

1,23,028

Apr-25

15-05-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

22,742

-

The Provident fund Act,
1952

Provident Fund

1,39,686

May-25

15-06-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

25,151

-

The Provident fund Act,
1952

Provident Fund

1,49,491

Jun-25

15-07-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

27,425

-

The Provident fund Act,
1952

Provident Fund

1,52,770

Jul-25

15-08-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

27,722

-

The Provident fund Act,
1952

Provident Fund

1,56,590

Aug-25

15-09-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

28,737

-

-

d) Based on our audit procedures and as per the information and explanations given by the
management, the Company has defaulted in repayment of loans or other borrowings or in
payment of interest thereon to a lender as below:

Nature of
borrowing
including
debt

securities

Name of lender

Amount not
paid on due
date

Whether
principal or
interest

No. of days
delay or
unpaid

Remarks,
if any

Term Loan

Axis Bank Ltd

15,35,431

Interest

1

Apr-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

12,69,679

Interest

1

May-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

11,05,176

Interest

1

Aug-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

12,86,624

Interest

1

Sep-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

10,65,638

Interest

1

Oct-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

12,35,004

Interest

1

Nov-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

12,43,610

Interest

1

Dec-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

3,49,403

Interest

1

Jan-26

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

10,01,193

Interest

1

Feb-26

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

10,88,550

Interest

1

Mar-26

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Management Reply:

a) The approval of the shareholders by way of ratification is proposed to be
obtained at the ensuing Annual General Meeting. Further, the borrower,
Pasura Xpress LLP is in the process of repaying the outstanding amount.
Upon receipt of the said amount, Arunjyoti Bio Ventures Limited shall take
necessary steps to file an application for compounding of the offence with
the competent authority and regularize the matter in accordance with the
applicable legal and regulatory requirements.

b) In accordance with the provisions of Section 197 of the Companies Act,
2013, the Board in its meeting held on 09.07.2026 has approved the
proposal for waiver of recovery of the excess remuneration aggregating to
Rs. 25,19,232, comprising Rs. 9,71,432 paid to Mr. Pabbathi Badari
Narayana Murthy, Whole-time Director and Rs. 15,47,800 paid to
Mr. Nadimpalli Vishal, Whole-time Director and CFO. The necessary
approval of the shareholders by way of a Special Resolution is proposed to
be obtained at the ensuing Annual General Meeting.

c) The delay in remittance of the outstanding statutory dues was primarily due
to pending Know Your Customer (KYC) compliance requirements and
certain operational challenges. The Company has initiated the necessary
actions to complete the pending formalities and resolve the operational
issues.

d) The delay of one day in repayment of the principal and interest instalments
was solely due to the timing of the bank's auto-debit process. The delay was
operational in nature and was not attributable to any financial default by the
Company.

The Auditors’ Report is enclosed with the financial statements in this Annual
Report. The Auditors have confirmed that they have subjected themselves
to the peer review process of Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

36. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report for the year ended
March 31, 2026 read with the Companies Act, 2013 on the Compliances
according to the provisions of Section 204 of the Companies Act 2013, for
conducting the Secretarial Audit for financial year ended March 31, 2026.
The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates,
Company Secretaries for the financial year ended March 31, 2026. The
Report given by the Secretarial Auditor is annexed herewith as ANNEXURE
- III and forms integral part of this Report.

M/s. Manoj Parakh & Associates, Company Secretaries, have issued the
Secretarial Auditors’ Report for fiscal 2026 and it does not contain any
qualification, reservation or adverse remark except the following:

• Company has granted loan of Rs. 80.72 Lakhs (Amount outstanding as on
31st March 2026 is Rs. 65.99 Lakhs) to Pasura Xpress LLP, a related party
in which directors are interested.

The said transaction falls within the ambit of Section 185(2) of the
Companies Act, 2013 and was entered into without obtaining the requisite
approval of the shareholders by way of a Special Resolution.

• We further report that the Company has paid remuneration in excess of the
limits approved by the shareholders amounting to Rs. 9,71,432 to
Mr. Pabbathi Badari Narayana Murthy, Whole-time Director and
Rs. 15,47,800 to Mr. Nadimpalli Vishal, Whole-time Director and CFO
aggregating to Rs. 25.19 Lakhs.

• No undisputed amounts payable in respect of Goods and Service Tax,
provident fund, employees’ state insurance, income-tax, sales-tax, service
tax, duty of customs, duty of excise, value added tax, cess and any other
statutory dues were in arrears, as at 31 March 2026 for a period of more than
six months from the date they became payable, except as below which are
pending to be remitted on account of KYC issues and operational
challenges.

Name of Statute

Nature of due

Amount
in Rs

P e riod to
which it
relates

Due date

Date of
payment

Rema rks

The Employee State
Insurance Act, 1948

Employee State
Insurance

1,282

Apr-24

15-05-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

3,662

May-24

15-06-2024

-

The Provident fund
Act, 1952

Provident Fund

47,405

Jun-24

15-07-2024

-

-

The Employee State
In surance Act, 1948

Employee State
Insurance

5,080

-

The Provident fund
Act, 1952

Provident Fund

51,479

Jul-24

15-08-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

5,514

-

The Provident fund
Act, 1952

Provident Fund

23,339

Aug-24

15-09-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

559

-

The Provident fund
Act, 1952

Provident Fund

66,941

Sep-24

15-10-2024

-

-

The Employee State
In surance Act, 1948

Employee State
Insurance

9,220

-

The Provident fund
Act, 1952

Provident Fund

79,005

Oct-24

15-11-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

12,144

-

The Provident fund
Act, 1952

Provident Fund

82,442

Nov-24

15-12-2024

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

12,714

-

The Provident fund
Act, 1952

Provident Fund

49,057

Dec-24

15-01-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

9,562

-

The Provident fund
Act, 1952

Provident Fund

1,06,313

Jan-25

15-02-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

18,479

-

The Provident fund
Act, 1952

Provident Fund

1,09,225

Feb-25

15-03-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

18,961

The Provident fund
Act, 1952

Provident Fund

1,14,005

Mar-25

15-04-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

20,229

-

The Provident fund
Act, 1952

Provident Fund

1,23,028

Apr-25

15-05-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

22,742

-

The Provident fund
Act, 1952

Provident Fund

1,39,686

May-25

15-06-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

25,151

-

The Provident fund
Act, 1952

Provident Fund

1,49,491

Jun-25

15-07-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

27,425

-

The Provident fund
Act, 1952

Provident Fund

1,52,770

Jul-25

15-08-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

27,722

-

The Provident fund
Act, 1952

Provident Fund

1,56,590

Aug-25

15-09-2025

-

-

The Employee State
Insurance Act, 1948

Employee State
Insurance

28,737

-

• Based on audit procedures and as per the information and explanations
given by the management, the Company has defaulted in repayment of
loans or other borrowings or in payment of interest thereon to a lender as
below:

Nature of
borrowing
including debt
securities

Name of lender

Amount not
paid on due
date

Whether
principal or
interest

No. of days
delay or unpaid

Remarks, if
any

Term Loan

Axis Bank Ltd

15,35,431

Interest

1

Apr-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

12,69,679

Interest

1

May-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

11,05,1 76

Interest

1

Aug-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

12,86,624

Interest

1

Sep-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

10,65,638

Interest

1

Oct-25

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

12,35,004

Interest

1

Nov-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

12,43,610

Interest

1

Dec-25

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

3,49,403

Interest

1

Jan-26

Term Loan

Axis Bank Ltd

27,70,000

Principal

1

Term Loan

Axis Bank Ltd

10,01,1 93

Interest

1

Feb-26

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Term Loan

Axis Bank Ltd

10,88,550

Interest

1

Mar-26

Term Loan

Axis Bank Ltd

34,64,000

Principal

1

Management Reply:

a) The approval of the shareholders by way of ratification is proposed to be
obtained at the ensuing Annual General Meeting. Further, the borrower,
Pasura Xpress LLP is in the process of repaying the outstanding
amount. Upon receipt of the said amount, Arunjyoti Bio Ventures Limited
shall take necessary steps to file an application for compounding of the
offence with the competent authority and regularize the matter in
accordance with the applicable legal and regulatory requirements.

b) In accordance with the provisions of Section 197 of the Companies Act,
2013, the Board in its meeting held on 09.07.2026 has approved the
proposal for waiver of recovery of the excess remuneration aggregating
to Rs. 25,19,232, comprising Rs. 9,71,432 paid to Mr. Pabbathi Badari
Narayana Murthy, Whole-time Director and Rs. 15,47,800 paid to
Mr. Nadimpalli Vishal, Whole-time Director and CFO. The necessary
approval of the shareholders by way of a Special Resolution is proposed
to be obtained at the ensuing Annual General Meeting.

c) The delay in remittance of the outstanding statutory dues was primarily
due to pending Know Your Customer (KYC) compliance requirements
and certain operational challenges. The Company has initiated the
necessary actions to complete the pending formalities and resolve the
operational issues.

d) The delay of one day in repayment of the principal and interest
instalments was solely due to the timing of the bank's auto-debit
process. The delay was operational in nature and was not attributable to
any financial default by the Company.

37. INTERNAL AUDITORS:

M/s. K.S. Ramakrishna & Co., Chartered Accountants were
re-appointed as Internal Auditors of the Company for the financial year
2025-26.

38. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable secretarial
standards.

39. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it
has not made any default under Section 164(2) of the Companies Act,

2013, as on March 31,2026.

40. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,

2014, an annual return for FY 2025-26 is disclosed on the website
www.abvl.co.in.

41. DISCLOSURE ABOUT COST AUDIT:

The provisions of Cost Audit and keeping mandatory cost records do not
apply to your Company.

42. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI
(LODR) Regulation provides an overview of the affairs of the Company,
its legal status and autonomy, business environment, mission &
objectives, sectoral and operational performance, strengths,
opportunities, constraints, strategy and risks and concerns, as well as
human resource and internal control systems is appended as
ANNEXURE - V for information of the Members.

43. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations

and businesses. Interaction with the Business heads and key executives
of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings
with the Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary
relationship or transactions with the Company which in the Judgment of
the Board may affect the independence of the Directors.

46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING:

The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2018. The Insider Trading Policy of the Company
lays down guidelines and procedures to be followed, and disclosures to
be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company securities. The Insider
Trading Policy of the Company covering code of practices and
procedures for fair disclosure of unpublished price sensitive information
and code of conduct for the prevention of insider trading, is available on
our website www.abvl.co.in.

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

The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. The following is the
summary of sexual harassment complaints received and disposed
during the calendar year.

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

• No. of cases pending for more than ninety days: Nil

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE
RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence
Industry based disclosures is not required.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the
Company which were failed to be implemented.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or
proceedings pending in the name of the Company under Insolvency and
Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of
loans taken from banks and financial institutions.

52. COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

The Company has duly complied with all provisions of the Maternity
Benefit Act, 1961 and has extended all statutory benefits to eligible
women employees during the year.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all
listed companies. All the policies are available on our website
(https://www.abvl.co.in). The policies are reviewed periodically by the
Board and updated based on need and new compliance requirements.

54. RISK MANAGEMENT POLICY

The Company has developed and implemented a comprehensive Risk
Management Policy for identifying, assessing and mitigating various
risks that may affect its operations and overall performance. The Risk
Management Policy is available on the Company's website at:
www.abvl.co.in.

55. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the
following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase
of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

56. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth
and prosperity of your Company. Your Directors also wish to place on
record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board
Arunjyoti Bio Ventures Limited
Sd/- Sd/-

Nadimpalli Vishal Pabbathi Badari

Whole-time Director Narayana Murthy

Place: Hyderabad & CFO Whole-time Director

Date: 09.07.2026 (DIN: 02745303) (DIN: 01445523)