Directors Report of Abans Financial Services Ltd.

Mar 31, 2025

The Directors are pleased to present the 16^th Annual Report of Abans Financial Services Limited (âthe Companyâ or âAFSLâ) previously known as Abans Holdings Limited (âthe Companyâ or âAHLâ) along with the Audited Standalone & Consolidated Financial Statements for the Financial Year (âFYâ) ended March 31, 2025.

In compliance with applicable provisions of Companies Act, 2013 (âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), this report covers the highlights of financials and other developments during the year from April 1, 2024 to March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summarised financial results of the Company for financial year ended March 31, 2025 vis-a-vis those of the previous year, on Standalone and Consolidated basis, are presented below:

(C in Lakhs)
	STANDALONE		CONSOLIDATED
PARTICULARS	2024-25	2023-24	2024-25	2023-24
Revenue from operations	3,074.79	1,456.54	3,28,068.17	1,37,991.06
Other income	0.86	-	246.14	48.07
Total Income	3,075.65	1,456.54	3,28,314.31	1,38,039.13
less: lotal Ixpenses	1,069.08	2,419.81	3,15,079.21	1,28,037.74
Profit before exceptional items and tax	2,006.57	(963.27)	13,235.10	10,001.39
Add: Exceptional Items	-	-	-	-
Profit Before Tax (PBT)	2,006.57	(963.27)	13,235.10	10,001.39
Less: Current Income Tax (including earlier year tax)	244.84	-	2,262.70	1,205.87
Less: Deferred Tax	264.63	(291.32)	121.34	(128.82)
Profit After Tax (PAT)	1,497.10	(671.95)	10,851.06	8,924.34
Total comprehensive income	1,496.36	(671.95)	11,814.32	9,654.14

Performance Highlights:
Standalone	Consolidated
â¢ Total Income of the Company for FY 2024-25 stood at C 3,075.65 Lakhs as against C 1,456.54 Lakhs for FY 2023-24, showing an increase of 111.16%	â¢ Total Income of the Company for FY 2024-25 stood at C 3,28,314.31 Lakhs as against C 1,38,039.13 Lakhs for FY 2023-24, showing an increase of 137.84%
â¢ EBIDTA for the FY 2024-25 stood at C 2,007.03 as against C (963.15) Lakhs for the FY 2023-24, showing an increase of 308.38%	â¢ EBIDTA for the FY 2024-25 stood at C 19,192.26 Lakhs as against C 15,201.46 Lakhs for the FY 2023-24, showing an increase of 26.25%
â¢ The Company turned around from a loss of T671.95 Lakhs to a profit, with PAT rising by 322.8% to T1,497.10 Lakhs, driven primarily by higher investment management fees from AIFs.	â¢ Profit after Tax for the FY 2024-25 stood at C 10,851.06 Lakhs as against C 8,924.34 Lakhs for the FY 2023-24 showing an increase of 21.59%
â¢ The Net Worth of the Company for the FY 2024-25 stood at C 15,481.13 Lakhs as against C 12,072.72 Lakhs for the FY 2023-24 showing an increase of C 3,408.41 Lakhs	â¢ The Net Worth of the Company for the FY 2024-25 stood at C 1,16,459.44 Lakhs as against C 1,01,264.65 Lakhs for the FY 2023-24 showing an increase of C 15,194.79 Lakhs

2. OPERATIONS KEY HIGHLIGHTS:

Abans Financial Services Limited is registered with the Securities and Exchange Board of India (âSEBIâ) as an Investment Manager to an Alternative Investment Fund. During the financial year, the Company''s branch in GIFT City was granted a Fund Manager Entity License by the International Financial Services Centres Authority (âIFSCAâ). During the year, the Company has earned asset management fees of T 28.17 Crores.

The business activities of the Company''s material subsidiaries are described in the section titled âFinancial Performance of the Major Subsidiaries of the Companyâ, which forms part of this Board''s Report.

For further details about Company''s performance, operations and strategies please refer to the Management Discussion and Analysis Report which forms part of this Annual Report.

3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT:

The finanial statements of the Company for financial year ended March 31, 2025, standalone and consolidated basis, have been prepared in accordance with the Companies Act, 2013 (âthe Actâ), including accounting principles generally accepted in India, Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiary companies and the management account of one subsidiary based on the effective ownership of the Company in such subsidiaries.

In accordance with the provisions of the Act, applicable Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Audited Standalone and Consolidated Financial Statements of our Company for the Financial Year ended March 31, 2025, together with the Independent Auditors'' Report forms part of this Annual Report. The Audited Financial Statements (including the Consolidated Financial Statements) of our Company as stated above and the Financial Statements of our subsidiary, whose financials are consolidated with that of the Company, are available on our Company''s website at abansfinserv.com/financial-statements

4. NEW IDENTITY

With the objective of establishing itself as a leading Asset Management Company, your Company underwent a significant transformation during the year under review by changing its name from Abans Holdings Limited to Abans Financial Services Limited. This change reflects the Company''s evolution into a contemporary and dynamic asset manager, aiming to build a stronger connection with its stakeholders. The rebranding marks a strategic shift-blending the Company''s brand

legacy with its future ambitions-as it transitions from a holding structure to an independently operating entity. The Company''s name changed from âAbans Holdings Limitedâ to âAbans Financial Services Limitedâ w.e.f. January 28, 2025.

The Board of Directors of the Company at their meeting held on August 07, 2024, approved change in the name of the Company, from âAbans Holdings Limitedâ to âAbans Financial Services Limitedâ which was subsequently approved by the shareholders of the Company by way of a Special Resolution through postal ballot, passed on January 02, 2025, being the last day of e-voting.

DESCRIPTION OF AND CHANGES IN THE NATURE OF BUSINESS OF AFSL

The Company is engaged in the asset management business and acts as an Investment Manager to Alternative Investment Funds (AIFs) registered with the Securities and Exchange Board of India (SEBI). Further, during the financial year, the branch of AFSL has been granted Fund Manager Entity License as per the IFSCA in GIFT City. The Company primarily earns fee-based income by providing investment management and advisory services to its clients. Its core business involves managing pooled investment vehicles, identifying investment opportunities, and generating returns in line with the investment objectives of the AIFs under its management.

The Strategic Imperative for expanding Income source from Fee-Based investment services.

In line with our strategic focus on developing stable, high-margin revenue streams, the Company has secured Board approval to expand its operations into merchant banking business. This initiative is now pending final clearance from the relevant regulatory authorities.

Except as mentioned above, there has been no change in the nature of business of the Company as on the date of this report.

5. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the general reserve for the year ended March 31, 2025.

6. DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2025.

7. DEPOSITS:

The Company has not accepted/renewed any deposits from the public falling within the meaning of section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence , the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES:

The Company has not granted any loans or made any investments, or provided any guarantees, or securities, during the year, to the parties covered under Section 185 or 186. Therefore, the provisions of Section 185 and Section 186(1) are not applicable to the Company.

9. CAPITAL STRUCTURE:

The Company''s Authorised Share Capital for the FY 2024-25 remained same at C 12,00,00,000/- (Rupees Twelve Crores only) divided 6,00,00,000 (Six Crores) Equity Shares of C 2/- (Rupees Two only) each.

During the year under review, the total Paid Up Equity Share Capital of the Company increased from C 10,02,91,900/- to C 10,11,52,346/- pursuant to allotment of 4,30,223 equity shares of face value T 2 each under AFSL Employee Stock Option Scheme 2023 to the eligible employees of the Company and the said equity shares rank pari passu with the existing equity shares from the date of allotment.

The Promoter and Promoter Group holding in the Company as on March 31,2025 is 71.48%.

Further, the Company issued neither equity shares (other than equity shares issued pursuant to exercise of ESOPs), equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares during the year.

As on March 31,2025, 97.64% of the Company''s paid-up Equity Share Capital representing 4,93,80,223 Equity Shares of C 2/- each is held in dematerialised mode and 11,95,950 equity shares of C 2/- each representing 2.36% of paid-up share capital is held in physical form.

10. LISTING WITH STOCK EXCHANGES

The Company continues to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees for the year 2025-26 to BSE & NSE respectively.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has revised its Policy on dealing with Related Party Transactions in accordance with the amendments to applicable provisions of the SEBI Listing Regulations.

The Company''s âPolicy on Determining materiality of and Dealing with Related Party Transactions'' (âRPT Policyâ) and the said policy is uploaded on the website of the Company at https://abansfinserv.com/corporate-policies

The Related Party Transactions which are in the ordinary course of business and on an arm''s length basis, of repetitive nature and proposed to be entered into during the FY are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

The Company had not entered into any Contracts/ arrangements/transactions with related parties which is required to be reported in Form AOC-2 in terms of Section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 24 are set out in the Notes to the financial statements.

Pursuant to SEBI Listing Regulations, the Members approved the material related party transactions proposed to be entered into by the Company and its Subsidiaries at the 15^th Annual General Meeting and vide Postal Ballot notice dated February 10, 2025.

Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

On March 31, 2025, the Company has 14 (Fourteen) subsidiaries (including step down subsidiaries). Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable Accounting Standards, a statement containing the salient features of financial statements for FY 2024-25 of the Company''s subsidiaries in the prescribed Form AOC-1 is annexed to the consolidated financial statements which form part of this Annual Report.

In accordance with Section 136 of the Act, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at https://abansfinserv.com/financial-statement-subsidiaries

During the year under review, the name of one of its subsidiaries was changed:

Pursuant to conversion of the Company from Private Company to Public Company, the name of the Company is changed from Abans Investment Managers Private Limited to Abans Investment Managers Limited w.e.f September 17, 2024.

Pursuant to the provisions of Regulation 16(1) (c) and 46 of the SEBI Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The Policy is available on the Company website at https://abansfinserv.com/corporate-policies.

Material Subsidiaries

As per Regulation 16(1)(c) of SEBI Listing Regulations, Abans Finance Private Limited (âAFPLâ), Abans Broking Services Private Limited (âABSPLâ), Abans Global Limited, UK (âAGLâ) and Abans Middle East DMCC, Dubai

(âAMEDMCCâ) are considered as Material Subsidiaries of the Company as on March 31, 2025.

For more details about operating subsidiaries, Members are requested to refer to the Management Discussion and Analysis section which forms part of this Annual Report.

Except as mentioned above, no other Companies have become/ceased to be subsidiaries/associate or joint ventures of the Company during the year under review.

13. FINANCIAL PERFORMANCE OF THE MAJOR SUBSIDIARIES OF THE COMPANY

The performance in brief of the major subsidiary companies is given hereunder.

1 Abans Broking Services Private Limited (ABSPL)

Abans Broking Services Private Limited is engaged in Broking, consultancy services, treasury operations and allied activities. It is also registered with Securities Exchange Board of India (SEBI) as a portfolio manager.

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	2,24,787.51	50,409.23
Profit after tax	1,799.24	804.0,1
Net worth	18,055.11	15,9: ,0.24

2 Abans Finance Private Limited (AFPL)

Abans Finance Private Limited is primarily engaged in the business of financing and investment which includes corporate finance, trade finance and providing business & retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the company is interest from loan and earnings from investment. The company is a Middle Layer Non-deposit taking Non-banking Financial Company (NBFC) registered with RBI, as defined under section 45-IA of the Reserve Bank of India (RBI) Act, 1934.

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	13,138.53	7,702.14
Profit after tax	3,344.24	1,435.14
Net worth	34,860.94	31,728.61

3 Abans Securities Private Limited (ASPL)

Abans Securities Private Limited acts as a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its

clients and also trade in physical commodity. It is registered with Central Depository Services (India) Limited in the capacity of Depository Participant.

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	23,757.89	2,479.01
Profit after tax	375.99	1,367.00
Net worth	4,330.33	3,953.95

4 Abans Global Broking (IFSC) Private Limited (AGBIPL)

The company is incorporated to carry on the business of IFSC (International Financial Service Centre) Unit to act as Intermediary, Stock Brokers and other such activity in accordance with the guidelines.

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	1,145.87	96.79
Profit after tax	1,021.62	28.42
Net worth	1,202.51	180.30

5 Abans Global Limited (AGL) (UK)

Abans Global Limited is engaged in Broking services and allied activities.

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	3,148.92	2,626.07
Profit after tax	650.91	576.28
Net worth	23,182.18	22,046.72

6 Abans Investment Management Mauritius (AIMM)

The principal activity of the Company is to provide investment management services. The Company is also licensed to act as CIS Manager pursuant to the Securities Act, 2005 (Mauritius).

Key highlights on financial performance: (C in Lakhs)
Particulars	March 31,2025	March 31, 2024
Total revenue from operations	7,170.86	4,208.26
Profit after tax	5,808.69	2,987.14
Net worth	10,342.07	4,363.52

During the year under review, there were the following changes in the composition of the Board of Directors of the Company:

The Board at its meeting held on August 07, 2024 appointed Mr. Hariharan Iyer (DIN: 00151584) as an Additional Independent Director on the Board of Company w.e.f. August 07, 2024, on recommendation of the Nomination, Remuneration and Compensation Committee (NRCC) and subsequently, on the recommendation of NRCC and Board, was appointed as an Independent Director of the Company vide special resolution passed by the members of the Company through postal ballot on October 30, 2024, being the last day of e-voting.

However, the aforesaid resolution which was put for approval of members had an inadvertent typographic error in the type of resolution as Ordinary Resolution instead of Special Resolution for the appointment of Mr. Hariharan Iyer as a NonExecutive, Independent Director. Whereas the number of votes received on the same were even more than the votes required for Special Resolution.

I n order to rectify the same, the Company once again passed resolution for his appointment as an Independent Director through postal ballot for approval of shareholders by way of a Special Resolution, passed on January 02, 2025, being the last day of e-voting.

Mr. Apoorva Vora (DIN: 06635876) Independent Director of the Company, resigned w.e.f. August 07, 2024 due to his pre-occupations and other personal commitments.

Mr. Naresh Tejwani (DIN: 00847424) was appointed as an Additional Non-Executive Director on the Board of Company w.e.f. February 13, 2024 and on recommendation of the NRCC & Board, he was appointed as a Non-Executive Director of the Company vide special resolution passed by the members of the Company through postal ballot on April 30, 2024.

The Board of the Company as on March 31, 2025 is as under: -
Name of the Director	DIN	Designation	Date of appointment
Mr. Abhishek Bansal	01445730	Chairman & Managing Director	September 24, 2009*
Mr. Chintan Mehta	10375218	Whole Time Director & CEO	November 09, 2023
Mr. Nirbhay Vassa	08011853	Whole T ime Director & CIO	August 02, 2021
Mr. Naresh lejwani	00847424	Non Executive Non Independent Director	February 13, 2024
Mr. Parmod Kumar Nagpal	10041946	Independent Director	February 14, 2023
Mr. Hariharan Iyer	00151584	Independent Director	August 07, 2024
Ms. Ashima Chhatwal	09157529	Independent Director	July 12, 2021
Mr. Kumud Chandra Paricha Patnaik	09696281	Independent Director	December 13, 2023
* Mr. Abhishek Bansal was appointed as one of the First Directors of the Company at the time of incorporation. Subsequently he was appointed as Chairman and Managing Director of the Company w.e.f. June 17, 2021, which was approved by the members of the Company vide special resolution dated July 12, 2021.

7 Abans Investment Managers Limited (formerly known as Abans Investment Managers Private Limited)

The Company is engaged in the business of distribution of financial instruments/products and trades in financial services product.

	Key highlights on financial performance: (C in Lakhs)
	Particulars	March 31,2025	March 31, 2024
	Total revenue from operations	819.12	634.57
	Profit after tax	69.04	154.88
	Net worth	1,447.67	165.82
8	Abans Middle East DMCC
	The Company is engaged in the business of trading of commodities and allied activities.
	Key highlights on financial performance: (C in Lakhs)
	Particulars	March 31,2025	March 31, 2024
	Total revenue from operations	52,680.29	68,953.54
	Profit after tax	(4,314.20)	2,476.18
	Net worth	30,987.72	34,451.37

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Board Composition and changes in Directorate

The Company has a well-diversified Board comprising of Directors from various backgrounds and having broad range of experience, in the areas of finance, accounting, technology, governance, risk management among others. Their combined experience and expertise enables the Company to ensure effective corporate governance on one hand, and to take future-ready business decisions on the other. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

None of the Directors of the Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

The Company has received a certificate from M/s. Parikh & Associates, Company Secretaries pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory authority. The same forms part of the Corporate Governance Report forming part of this Annual Report.

B. Director retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Abhishek Bansal, Chairman & Managing Director (DIN: 01445730), retires by rotation at the ensuing Annual General Meeting of the Company, and, being eligible, offers himself for re-appointment.

The Board, on recommendation of the Nomination, Remuneration and Compensation Committee, recommends the proposal of his reappointment for consideration of the Members of the Company at the ensuing AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Abhishek Bansal has also been provided therein as Annexure A to the Notice of 16^th Annual General Meeting.

C. Key Managerial Personnel (KMP) and changes therein

The list of Key Managerial Personnel (âKMPâ) of the Company as on March 31, 2025 as per Section 203 of the Companies Act, 2013 is as below:-

Mr. Abhishek Bansal - Chairman & Managing Director Mr. Nirbhay Vassa - Whole Time Director and CFO

Mr. Chintan Mehta - Whole Time Director and CEO

Ms. Sheela Gupta - Company Secretary &

Compliance Officer

During the Financial Year under review and upto the date of this report, there were no changes in the positions of the KMPs.

Remuneration Received By Directors, Whole Time Director, Managing Director from Holding or Subsidiary Company:

Mr. Nirbhay Vassa received remuneration of C 1,00,00,000/- from Abans Finance Private Limited, its Subsidiary Company.

Mr. Chintan Mehta received remuneration of C 1,00,00,000 and a Bonus of C 2,00,00,000/-

from Abans Finance Private Limited, its Subsidiary Company.

Mr. Naresh Tejwani received remuneration of C 45,00,000/- from Abans Finance Private Limited, its Subsidiary Company.

D. Declaration of Independent Directors:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations. In terms of the requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Report on Corporate Governance forming part of this Annual Report.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year has been obtained.

15. NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 times during the FY2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

I nformation on the Audit Committee, the Nomination, Remuneration and Compensation Committee, the Stakeholders'' Relationship Committee, Risk Management Committee and ESOP Allotment Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

16. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees as on March 31, 2025:

i. Audit Committee

ii. Nomination, Remuneration and Compensation Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

v. ESOP Allotment Committee

The details of the above-mentioned committees along with their Composition, terms of reference, Number of Meetings held and attendance at the meetings are

provided in the Corporate Governance Report forming part of this Annual Report.

The Board of Directors confirm that, during the year under review, they have accepted all recommendations received from its Committees.

17. BOARD EVALUATION:

The Nomination and Remuneration Policy of your Company empowers the Nomination, Remuneration and Compensation Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

A meeting of Independent Directors was held on February 10, 2025 and March 27, 2025, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of Listing Regulations. The Independent Directors also discussed the quality, quantity and timelines of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Chairman of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee(s), share their report to each director for further development and identifying area of more improvement.

18. FAMILIARISATION PROGRAMME:

The Company familiarises its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.

Often, the familiarisation Programme is imparted to the Independent Directors during the meetings of the Audit Committee and Board of Directors.

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance and are also available on the Company''s website i.e. https://abansfinserv.com/corporate-policies

19. DISCLOSURES RELATED TO POLICIESA. NOMINATION, REMUNERATION & PERFORMANCE EVALUATION POLICY:

The Company has a Nomination, Remuneration & Performance Evaluation Policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The objective of the Nomination, Remuneration & Performance Evaluation Policy is as follows:

â¢ To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

â¢ To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

â¢ To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

â¢ To devise a policy on Board diversity.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the same is disclosed on the website of the Company viz. https://abansfinserv.com/corporate-policies. The remuneration paid to the employees including Directors, Key Managerial Personnel and Senior Management Personnel is as per the said policy of the Company.

B. POLICY ON PRESERVATION OF DOCUMENTS:

The Company has adopted a Preservation of Documents Policy for preservation of documents as defined under Regulation 9 of the Listing Regulations. The said policy is available on the website of the Company viz. https://abansfinserv. com/corporate- policies

C. RISK MANAGEMENT POLICY:

The Company has, commensurate with size of its operations, developed and implemented a risk management policy to identify, assess, monitor and mitigate various risks to key business operations and objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The same is uploaded on the website of the Company at https://abansfinserv.com/corporate-policies

The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) overseeing and approving the Company''s enterprise wide risk management framework;

b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are in place, to address these risks.

D. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has framed Vigil Mechanism/Whistle Blower Policy (âPolicyâ) to enable directors and employees

â¢ to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/ conduct etc;

â¢ for providing adequate safeguards against victimisation;

â¢ for providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act & SEBI Listing Regulations and is available on the website of the Company and can be accessed at https:// abansfinserv.com/corporate-policies

E. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy adopted by the Company, in accordance with the provisions of Regulation 43A of the SEBI Listing Regulations is available on the Company''s website and can be accessed at https://abansfinserv.com/corporate-policies

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy which provides:

a. the circumstances under which shareholders may or may not expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. t he internal and external factors that shall be considered for declaration of dividend;

d. manner as to how the retained earnings shall be utilised. During the year under review, the Dividend Distribution Policy was reviewed by the Board to ensure its continued relevance.

F. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

The Policy may be accessed on the website of the Company at https://abansfinserv.com/corporate-policies

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c)

and 134(5) of the Companies Act, 2013, the Board of

Directors of our Company, to the best of their knowledge

and ability confirm that: -

a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

b) Appropriate Accounting Policies have been selected and applied consistently. 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 as at March 31, 2025 and of the Profit and Loss Account for the Financial Year 2024-25 have been made.

c) 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 preventing & detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

e) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, prevention & detection of frauds/errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively;

f) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

21. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

The Company at its Board meeting dated May 29, 2024, appointed M/s. C N K & Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No.: 101961W/W100036), (C N K & A) a peer reviewed firm, as Statutory Auditors of the Company for filling the casual vacancy arising due to resignation of previous Statutory Auditors

i.e. M/s. D G M S & Co., w.e.f. May 29, 2024 and to hold office till the date of 15^th Annual General Meeting, and also recommended their appointment for a period of five (5) Years from conclusion of the 15^th AGM to audit the books of account from FY 2024-25 to 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029, which was subsequently approved by the members at the 15^th AGM held on July 26, 2024.

The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company as specified under Section 141 of the Act and SEBI Listing Regulations and have affirmed their independent status.

The Notes on financial statement referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditors'' Report on the standalone and consolidated financial statements of the Company for the FY 2024-25, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and/or Board of Directors under Section 143(12) of the Act and Rules framed thereunder.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries in Practice for conducting the Secretarial Audit for FY 2024-25. Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity can appoint an individual as Secretarial Auditor for one term of five consecutive years and a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM.

Accordingly, the Board on recommendation of the Audit Committee, at their meeting held on May 29, 2025, approved the appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five (5) consecutive years for the financial

year from FY 2025-26 to FY 2029-30. The Board of Directors recommend the aforesaid appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditors of the Company at the ensuing Annual General Meeting of the Company.

Secretarial Audit and Annual Secretarial Compliance Report:

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended March 31, 2025 is set out as Annexure A to this report. It does not contain any qualification, reservation or adverse remark or disclaimer made by secretarial auditor. The Secretarial Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the Financial Year under review.

The Secretarial Compliance Report for the Financial Year ended March 31, 2025 in relation to compliance of all applicable SEBI Regulations/ Circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI Listing Regulations was obtained from M/s. Parikh & Associates, Practicing Company Secretaries. The same was submitted to stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report is available on the website of the Company at https://abansfinserv.com/secretarial-compliance-report

Secretarial Audit of Material Subsidiaries:

As per the requirements of the SEBI Listing Regulations, practicing Company Secretaries of the material unlisted subsidiaries of the Company, namely Abans Broking Services Private Limited and Abans Finance Private Limited, had undertaken Secretarial Audit pursuant to Section 204 of the Act for the FY 2024-25. The Secretarial Audit Report of said material unlisted subsidiaries confirm that they have complied with provisions of the Acts, Rules, Regulations and guidelines and the Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimer.

The Secretarial Audit Report issued by the Secretarial Auditors of the Material Subsidiaries are appended in Annexure B & C to this report.

c) Internal Auditors

I n compliance with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has in place an internal audit system commensurate with its size and operations.

M/s. Todarwal & Todarwal LLP, Chartered Accountants, who were appointed as the Internal Auditors of the Company, resigned with effect from May 29, 2024, due to their pre-occupation.

Based on the recommendation of the Audit Committee and in accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors at its meeting held on May 29, 2024, appointed M/s. V. C. Shah & Co., Chartered Accountants, as the Internal Auditors of the Company for the FY 2024-25 to conduct the internal audit of various areas of operations and records of the Company.

Further, upon recommendation of the Audit Committee, the Board at its meeting held on May 29, 2025, re-appointed M/s. V. C. Shah & Co., Chartered Accountants, as the Internal Auditors for the financial year 2025-26.

The Internal Auditors submit their reports on a quarterly basis to the Audit Committee, which reviews the scope, functioning, and quality of internal controls, including financial, operational, and compliance controls, and ensures that adequate corrective actions are taken wherever necessary. This is in accordance with Regulation 18 of the SEBI Listing Regulations and other applicable provisions.

d) Cost Audit and Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Cost Audit or maintenance of cost records are not applicable to the Company.

22. CORPORATE GOVERNANCE

The Company has complied with the requirements of the SEBI Listing Regulations regarding Corporate Governance. A report on the Company''s Corporate Governance practices and the requisite Certificate from the Company''s Secretarial Auditor regarding compliance with the conditions of Corporate Governance forms a part of this Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I n terms of the provisions of Regulation 34 of the SEBI Listing Regulations, the Management''s discussion and analysis is presented in a separate section, forming part of this Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company believes that transparent, accurate, and comprehensive disclosure practices not only aid in strategic decision-making but also help demonstrate the incremental value created for all groups of stakeholders.

The Business Responsibility and Sustainability Report (BRSR) for the year under review, as stipulated under Regulation 34(2) (f) of the SEBI Listing Regulations, describing the initiatives taken by your Company from the

environment, social and governance perspective forms a part of this Integrated Annual Report and is also available on the Company''s website at https://abansfinserv.com/ annual-reports

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility under Section 135 of the Act are presently not applicable to the Company.

However, the Company strongly believes in the philosophy of giving back to society and remains committed to contributing towards social welfare and development. While the Company is not mandated to undertake CSR activities, various initiatives are voluntarily undertaken by its promoters in their individual capacity. These efforts reflect the Group''s core values and commitment to inclusive growth and sustainable development. The Company shall continue to support and encourage such initiatives that positively impact the communities we serve.

26. ANNUAL RETURN

The Annual Return of the Company in prescribed Form MGT-7 for the financial year ended March 31, 2025 has been placed on the website of the Company at https:// abansfinserv.com/annual-return in compliance with the provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.

27. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which has occurred in the financial year 2024-25 and till the date of this Board''s report.

28. PARTICULARS REGARDING THE CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details of energy conservation, technology absorption and foreign exchange earnings and outgo are as follows:

a) Conservation of Energy

i. The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii. The steps taken by the Company for utilising alternate sources of energy

- Company shall consider on adoption of alternate sources of energy as and when the need arises.

iii. The Capital Investment on energy conversation equipment - No Capital Investment during the Financial Year under review.

b) Technology absorption

i. The efforts made towards technology

absorption. - Minimum technology required for Business is absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution -

Not Applicable.

iii. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

iv. The expenditure incurred on Research and development - Not Applicable.

c) Foreign Exchange Earnings and Outgo

During the year, the Company reported foreign exchange earnings of C 11.71 Lakhs and C 0.03 Lakhs of foreign exchange expenditure.

Further, for more details initiatives taken by our Company towards energy management are provided in the Business Responsibility and Sustainability Report forming part of this Annual Report.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders have been passed by the Regulators or any Courts or any Tribunal impacting the going concern status and company''s operations in future.

30. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

31. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation

of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls. The Internal Auditors verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. Subsequently, it was placed before the Audit Committee of the Company.

32. PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to establishing and maintaining a workplace that is free from all forms of discrimination and harassment, including sexual harassment, for all employees. The Company has ensured compliance with the regulations concerning the formation of an Internal Complaints Committee (ICC) as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, at all its locations to address any complaints related to sexual harassment. The Company has not received any complaints pertaining to sexual harassment during FY 2024-25.

33. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

I n accordance with the provisions of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and in compliance with the Maternity Benefits Act, 1961, the Company hereby discloses that it has complied with all applicable provisions related to maternity benefits during the financial year under review.

The Company is committed to fostering a supportive and inclusive work environment for all its employees. In line with the provisions of the Maternity Benefits Act, 1961, the Company has:

â¢ Granted paid maternity leave to eligible women employees as per statutory requirements;

â¢ Provided the option of work-from-home where applicable, in accordance with the nature of work and organisational needs;

â¢ Ensured that no woman employee was dismissed or suffered any loss of employment due to her maternity leave;

â¢ Maintained all necessary records and registers as required under the Act; and

â¢ Ensured the display of necessary notices in the workplace regarding maternity benefits available under the Act.

â¢ Supported returning mothers through flexible work arrangements and awareness initiatives to create an inclusive workplace culture.

The Company further assures that it will continue to uphold the rights and welfare of women employees by strictly adhering to the provisions of the Maternity Benefits Act, 1961.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure E and form an integral part of this Annual Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at complianceÂ® abansfinserv.com.

35. CORPORATE ETHICS:

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and Senior Management and AFSL Code of Conduct to Regulate, Monitor and Report Trading by Insiders as detailed below has been adopted pursuant to the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

A. Code of Conduct for Board Members and Senior Management

The Board of Directors of the Company adopted the Code of Conduct for its Members and Senior Management which is available on the website of the Company at https://abansfinserv.com/corporate-policies. The Code is applicable to all Directors and specified Senior Management Personnel. The Code impresses upon Directors and Senior Management Executives to uphold the interest of the Company and its stakeholders and to endeavor to fulfill all the fiduciary obligations towards them. Another important principle on which the Code is based is that the Directors and Senior Management Executives shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.

B. AFSL (AHL) Code of conduct to Regulate, Monitor and Report Trading by Insiders

I n accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 as amended (the Regulations), the Board of the Directors of the Company has adopted the AFSL (AHL) Code of Conduct to regulate, monitor and report Trading by Insiders (the âCodeâ) for prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made by Insiders, Connected Person and Designated Person whilst dealing in shares. The Code contains regulations for preservation of unpublished price sensitive information, pre-clearance of trade and monitoring and implementation of the Code.

The Company Secretary has been appointed as the Compliance Officer and is responsible for adherence to the Code.

C. Whistle Blower Policy (WBP):

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The WBP specifies the procedure and reporting authority for reporting unethical behaviour, actual or suspected fraud or violation of the Code or any other unethical or improper activity including misuse or improper use of accounting policies and procedures resulting in misrepresentation of accounts and financial statements. The Company affirms that no employee has been denied access to the Chairman of Audit Committee.

D. Reconciliation of Share Capital Audit Report

Reconciliation of Share Capital Audit Report in terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, confirming that the total issued capital of the Company is in agreement with the total number of equity shares in physical form and the total number of shares in demat form held with National Securities Depository Limited and Central Depository Services (India) Limited, is submitted on a quarterly basis to the Stock Exchanges where the equity shares of the Company are listed, duly certified by a practicing Company Secretary.

E. Legal Compliance of the Companyâs Subsidiaries:

Periodical Audit ensures that the Company''s Subsidiaries conducts its business with high standards of legal, statutory and regulatory compliances. As per the Compliance reports of the Management, there has been no material non-compliance with the applicable statutory requirements by the Company and its Subsidiaries.

The Company is also deeply grateful to all its stakeholders â including customers, banking partners, shareholders, business associates, regulators, and the wider community â for their steadfast support and trust. Their continued engagement remains central to the Company''s journey of transformation and progress.

F. Disclosure of certain types of agreements binding listed entities:

Information disclosed under clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations, is not applicable during the year under review.

36. DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS PLAN AND SCHEME

The Company has formulated the AFSL (AHL) Employee Stock Plan 2023 (âESOP 2023â) and the AFSL (AHL) Employees Stock Plan - 2024 (âESOP 2024â), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (âSEBI SBEB Regulations'') and the Act for the FY 2024-25, with regard to ESOP 2023 and ESOP 2024 are available on the website of the Company at https:// abansfinserv.com/esop-disclosures

There is no material change in ESOP 2023 and ESOP 2024 and the aforesaid Schemes are in compliance with the SEBI SBEB Regulations, as amended from time to time. The Certificate from the Secretarial Auditor of the Company, that the aforesaid Scheme has been implemented in accordance with the SEBI SBEB Regulations along with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming AGM.

The compliance certificate pursuant to Regulation 13 of SBEB Regulations given by M/s. Parikh & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, is annexed to the Board''s report as Annexure D.

The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SBEB Regulations are provided on the website of the Company at https://abansfinserv.com/ esop-disclosures and the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at [email protected] whereupon a copy will be provided. The relevant disclosures as per applicable accounting standard forms part of the notes to the Standalone Financial Statements and Consolidated Financial Statements of the Company.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries

of India (ICSI), as approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT:

The Company has received confirmations from all the Board of Directors as well as Senior Management Personnel regarding compliance of the Code of Conduct during the year under review.

A declaration by the CEO affirming compliance of Board Members and Senior Management Personnel to the Code is also annexed herewith as Annexure F.

I n accordance with Regulation 26(3) of the SEBI Listing Regulations, all Directors and members of the Senior Management have affirmed their compliance with the Company''s Code of Conduct.

38. OTHER DISCLOSURES

â¢ There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 - Corporate Insolvency Resolution for the end of financial year March 31, 2025.

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

â¢ There was no public issue, rights issue, bonus issue or preferential issue, etc. of equity shares of the Company.

â¢ There was no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ There was no failure to implement any Corporate Action.

â¢ There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute âforward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT & APPRECIATION:

The Board of Directors would like to formally acknowledge and express sincere appreciation for the unwavering dedication, professionalism, and contributions of every member of the Abans family. The commitment and hard work demonstrated by our employees across all levels have been instrumental in driving the Company''s growth and success.

Looking ahead, the Board of Directors views the longterm future with confidence and remains committed to upholding the highest standards of corporate responsibility, innovation, and sustainable value creation for all stakeholders.

Mar 31, 2024

The Directors are pleased to present the 15^th Annual Report of Abans Holdings Limited ("the Company" or "AHL") along with the Audited Standalone & Consolidated Financial Statements for the financial year ended March 31, 2024.

In compliance with applicable provisions of Companies Act, 2013 ("the Act"), this report covers the highlights of financials and other developments during the year from April 1, 2023 to March 31, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

The summarised financial results of the Company for financial year ended March 31, 2024 vis-a-vis those of the previous year, on Standalone and Consolidated basis, are presented below:

PARTICULARS	STANDALONE		(Rs. in Lakhs) CONSOLIDATED
PARTICULARS	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,456.54	175.48	1,37,834.22	1,16,255.50
Other income	-	29.03	204.91	147.20
Total Income	1,456.54	204.51	1,38,039.13	1,16,402.70
Less: Total Expenses	2,419.81	78.66	1,28,037.74	1,08,793.86
Profit Before Tax and exceptional items	(963.27)	125.85	10,001.39	7,608.84
Add: Exceptional Items	-	-	-	(13.08)
Profit Before Tax	(963.27)	125.85	10,001.39	7,595.76
Less : Current Income Tax	-	19.45	1,205.87	567.65
Less : Deferred Tax	(291.32)	-	(128.82)	(6.62)
Less : Short/(excess) provisions for earlier years	-	0.01	0.00	5.36
Profit After Tax	(671.95)	106.39	8,924.34	7,029.37
Total comprehensive income	(671.95)	106.39	9,654.14	10,458.34

Review of Standalone Results:

During the year under review, the Company recorded standalone revenue of H 1,456.54 Lakhs as compared to H 204.51 Lakhs in the previous year. Profit/(loss) before tax for the year under review was H (963.27) Lakhs as against H 125.85 Lakhs in the previous year. The profit/(loss) after tax stood at H (671.95) Lakhs for the year under review as compared to the profit after tax of H 106.39 Lakhs in the previous year.

Abans Holdings Limited has issued Employee Stock Options to its eligible employees, the impact of which has been accounted during the financial year causing a negative return.

Review of Consolidated Results:

During the year under review, the Company recorded consolidated revenue of H 1,38,039.13 Lakhs as compared to H 1,16,402.70 Lakhs in the previous year. Profit before tax for the year under review was H 10,001.39 Lakhs as against H 7,595.76 Lakhs in the previous year. The profit after tax for the year under review stood at H 8,924.34 Lakhs as compared to the profit after tax of H 7,029.37 Lakhs in the previous year.

PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT:

The financial statements of the Company for financial year ended March 31, 2024, on a standalone and consolidated basis, have

been prepared in compliance with the Act, applicable Accounting Standards and Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiaries of the Company based on the effective ownership of the Company in such subsidiaries.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of this Annual Report.

TRANSFER TO RESERVES:

The Board of the Company has decided to retain the entire surplus amount earned during the year. Hence, no amount was transferred to General Reserve.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended March 31, 2024 for future growth prospects and expansion.

The following are the subsidiaries companies of the Company as on March 31, 2024:
\| Name of the Companies	Shareholding % of AHL	\| Status
Abans Agri Warehousing & Logistics Private Limited (AAWPL)	100%	Subsidiary
Abans Finance Private Limited (AFPL)	93.97%	Subsidiary
Abans Capital Private Limited (ACPL)	91.77%	Subsidiary
Abans Investment Managers Private Limited (AIMPL)	98.00%	Subsidiary
\| Name of the Companies	Shareholding % of ACPL \|	\| Status
Clamant Broking Services Private Limited (CBSPL)	100%	Step Down Subsidiary
Abans Broking Services Private Limited (ABSPL)	100%	Step Down Subsidiary
Abans Securities Private Limited (ASPL)	100%	Step Down Subsidiary
Abans Commodities (I) Private Limited (ACIPL)	100%	Step Down Subsidiary
\| Name of the Companies	Shareholding % of ABSPL \|	\| Status
Abans Investment Manager Mauritius (AIMM)	100%	Step Down Subsidiary
Abans Global Broking (IFSC) Private Limited (AGIBPL)	100%	Step Down Subsidiary
Caspian HK Trading Limited, Hongkong (CHKTL)*	100%	Step Down Subsidiary
Abans Global Limited, UK (AGL)	78.40%	Step Down Subsidiary

Name of the Companies	Shareholding % of ASPL \|	\| Status
Abans Middle East DMCC, Dubai (AMEDMCC) Abans Global Limited, UK (AGL)	100% 19.83%	Step Down Subsidiary Step Down Subsidiary

Name of the Companies	Shareholding % of AFPL \|	\| Status
Corporate Avenue Services Limited* ^^^^^100%		Step Down Subsidiary

Name of the Fund	Shareholding % of AIMM	Status
Abans International Limited (Fund)	100%	\|Step Down Subsidiary

â¢ Caspian HK Trading Limited, Hongkong is under the process of strike off.

$ During the financial year 2022-23, the Abans Finance Private Limited (AFPL) has successfully acquired 100% ordinary shares of Corporate Avenue Services Limited ("CASL"), United Kingdom w.e.f. July 22, 2022. Pursuant to the said acquisition CASL has become the wholly owned subsidiary ("WOS") of AFPL.

Note 1: Disinvestment by wholly owned subsidiary of Company i.e. Abans Agri Warehousing & Logistics Private Limited (AAWPL)

â¢ AAWPL sold its 100% shareholding of Shanghai Yilan Trading Co Limited (SYTCL) by executing a Share Transfer Agreement to sell its entire shareholding w.e.f. August 25, 2023. Subsequently, SYTCL ceased to be the wholly owned step-down subsidiary of Abans Holdings Limited.

â¢ AAWPL disinvested its 100% shareholding of Abans Venture UK Limited (AVUKL) by way of strike off, and AVUKL stands dissolved w.e.f. June 13, 2023. Subsequently, AVUKL ceased to be the wholly owned step-down subsidiary of Abans Holdings Limited.

Note 2: The disinvestment application was made for closure of step down subsidiary company Irvin Trading PTE Limited. (Overseas Company) a Wholly Owned Subsidiary of Abans Broking Services Private Limited (ABSPL) which was incorporated on August 3, 2018 and located in Singapore. The application was made in year 2021. The reason for disinvestment was due to closure of business activities since there were no further growth prospects. The Company has received a closure letter in this regard and the name of Irvin Trading PTE Limited is struck off from the register w.e.f. June 6, 2022. However, certain regulatory formalities are in process for closure of UIN.

A statement containing the salient features of the financial statements of the Company''s subsidiaries is annexed herewith in the prescribed form AOC-1 as Annexure ''A'' to the Board''s report.

DEPOSITS:

During the financial year 2023-24, the Company has not accepted/renewed any deposits from the public falling within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest was outstanding, as on the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

SHARE CAPITAL:

As on March 31, 2024, the Authorized capital of the Company was H 12,00,00,000/- (Rupees Twelve Crores only) divided 6,00,00,000 (Six Crores) Equity Shares of H 2/- (Rupees Two only) each.

The issued and paid up equity share capital of the Company as on March 31, 2024 was H 10,02,91,900/- divided into 5,01,45,950 equity shares of face value of H 2/- each.

The Promoter and Promoter Group holding in the Company as on March 31, 2024 is 72.09%.

Further, the Company neither issued equity shares, equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts executed by the Company during the financial year, with related parties, were on arm''s length basis and in the ordinary course of business. All such Related Party Transactions (RPT) were entered into in accordance with the RPT Policy of the Company.

The Company had not entered into any Contracts / arrangements /transactions with related parties which is required to be reported in Form AOC-2 in terms of Section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 24 are set out in the Notes to the financial statements.

Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Member on material related party transactions with related parties including subsidiary companies, group companies, promoters etc. are being proposed at the ensuing Annual General Meeting. The Board recommends the said resolution for approval by the Members.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

On March 31, 2024, the Company has 16 (sixteen) subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

FINANCIAL PERFORMANCE OF THE MAJOR SUBSIDIARIES OF THE COMPANY

The performance in brief of the major subsidiary companies is given hereunder

1 Abans Broking Services Private Limited

Abans Broking Services Private Limited is engaged in business of Broking, consultancy services, treasury operations and allied activities. It is also registered with Securities Exchange Board of India (SEBI) as a portfolio manager.

Key highlights on financial performance :

		(H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	50,409.23	11,330.39
operations
Profit after tax	304.61	123.76

2 Abans Finance Private Limited

Abans Finance Private Limited is primarily engaged in the business of financing and investment which includes corporate finance, trade finance and providing business & retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the company is interest from loan and earnings from investment. The company is a Non-deposit taking Non-banking Financial Company (NBFC) registered with RBI, as defined under section 45-IA of the Reserve Bank of India (RBI) Act, 1934.

Key highlights on financial performance : (H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	7,702.14	2,412.51
operations
Profit after tax	1,435.14	887.52

Key highlights on financial performance : (H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	4,359.60	849.02
operations
Profit after tax	2,987.14	417.56

3 Abans Securities Private Limited

Abans Securities Private Limited acts as a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services (India) Limited in the capacity of Depository Participant.

Key highlights on financial performance : (H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	2,479.01	2,221.48
operations
Profit after tax	1,367.00	232.76

4 Abans Global Broking (IFSC) Private Limited

Key highlights on financial performance : (H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	96.79	58.02
operations
Profit after tax	28.42	28.97

5 Abans Global Limited (UK)

Abans Global Limited is engaged in Broking services and allied activities.

Key highlights on financial performance : (H in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Total revenue from	2,824.06	1,561.95
operations
Profit after tax	576.28	210.44

6 Abans Investment Managers Mauritius

The principal activity of the Company is to provide investment management services. The Company is also licenced to act as CIS Manager pursuant to the Securities Act, 2005 (Mauritius).

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

A. Board Composition and changes in Directorate

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations. In terms of requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Report on Corporate Governance forming part of this Annual Report.

The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, there were following changes in the composition of the Board of Directors of the Company:

The Board at its meeting held on November 09, 2023 appointed Mr. Chintan Mehta (DIN:10375218) as an Additional Whole Time Director on the Board of Company w.e.f. November 09, 2023 and subsequently on recommendation of the Nomination, Remuneration and Compensation Committee (NRCC) and Board was appointed as a Whole Time Director of the Company vide special resolution passed by the members of the Company through postal ballot on February 07, 2024.

The NRCC after taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company recommended to the Board that Mr. Kumud Chandra Paricha Patnaik''s (DIN: 09696281) qualifications and the rich experience of over three decades in the abovementioned areas meets the skills and capabilities required for the role of Independent Director of the Company.

He was appointed as an Additional Non-Executive Independent Director on the Board of Company w.e.f. December 13, 2023 and subsequently on recommendation of the NRCC & Board, he was appointed as a Non-Executive Independent Director of the Company vide special resolution passed by the members of the Company through postal ballot on February 07, 2024.

Mr. Shivshankar Singh (DIN:07787861) Non-Executive Director of the Company, resigned w.e.f. February 13, 2024 due to his pre-occupations.

Mr. Naresh Tejwani (DIN:00847424) was appointed as an Additional Non-Executive Director on the Board of Company w.e.f. February 13, 2024 and subsequently on recommendation of the NRCC & Board, he was appointed as a Non-Executive Director of the Company vide special resolution passed by the members of the Company through postal ballot on April 30, 2024.

B. Director retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Naresh Tejwani, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting of the Company, being eligible, offers himself for re-appointment.

The Board recommends the proposal of his reappointment for the consideration of the Members of the Company at the ensuing AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Naresh Tejwani has also been provided therein as Annexure A forming part of Notice of 15th Annual General Meeting.

C. Key Managerial Personnel (KMP) and changes therein

The following named personnel are the KMP''S of the Company as on March 31, 2024 as per Section 203 of the Companies Act , 2013

Mr. Abhishek Bansal - Chairman and Managing Director Mr. Nirbhay Vassa - Whole Time Director and CFO Mr. Chintan Mehta - Whole Time Director and CEO#

Ms. Sheela Gupta - Company Secretary & Compliance Officer

#The Board of Directors of the Company appointed Mr. Chintan Mehta as Chief Executive Officer of the Company w.e.f. August 11, 2023 and as a Whole Time Director w.e.f. November 09, 2023.

The Board of the Company as on the date of this Report is as under:-\| Name of the Companies DIN		\| Designation \|	\| Date of appointment \|
Mr. Abhishek Bansal	01445730	Chairman & Managing Director	June 17, 2021
Mr. Chintan Mehta	10375218	Whole Time Director & CEO	November 09, 2023
Mr. Nirbhay Vassa	08011853	Whole Time Director & CFO	August 02, 2021
Mr. Naresh Tejwani	00847424	Non-Executive Director	February 13, 2024
Mr. Parmod Kumar Nagpal	10041946	Independent Director	February 14, 2023
Mr. Apoorva Vora	06635876	Independent Director	February 14, 2023
Ms. Ashima Chhatwal	09157529	Independent Director	July 12, 2021
Mr. Kumud Chandra Paricha Patnaik	09696281	Independent Director	December 13, 2023
None of the Directors of the Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

Remuneration Received By Directors, Whole Time Director from Holding or Subsidiary Company:

Mr. Nirbhay Vassa received remuneration of H 1,00,00,000/-from Abans Finance Private Limited, its Subsidiary Company.

Mr. Chintan Mehta received remuneration of H 1,27,77,778/- from Abans Finance Private Limited, its Subsidiary Company w.e.f. August 11, 2023.

Mr. Naresh Tejwani received remuneration of H 45,00,000/- from Abans Finance Private Limited, its Subsidiary Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board/Committee meetings are pre-scheduled and the agenda and minutes of the Board/Committee meetings are circulated within timelines to ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board/Committee meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board meetings.

8 (Eight) meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company during the Financial Year 2023-24 and attendance thereat form a part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees as on March 31, 2024:

i. Audit Committee

ii. Nomination, Remuneration and Compensation Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

The details of the above mentioned committees along with their Composition, terms of reference, Number of Meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

ANNUAL EVALUATION OF THE BOARD:

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee.

A meeting of Independent Directors was held on December 13, 2023 & February 13, 2024 chaired by Mr. Parmod Kumar Nagpal, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

NOMINATION, REMUNERATION AND COMPENSATION POLICY:

The Company has a Nomination, Remuneration & Compensation Policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The objective of the Nomination, Remuneration & Compensation Policy is as follows:

â¢ To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

â¢ To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

â¢ To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

â¢ To devise a policy on Board diversity.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the same is disclosed on the website of the Company viz. https://abansholdings.com/assets/pdf/Policv-on-Nomination-and-Remuneration.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the

Companies Act, 2013, the Board of Directors of our Company, to

the best of their knowledge and ability confirm that:-

a) In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

b) Appropriate Accounting Policies have been selected and applied consistently. 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 as at March 31, 2024 and of the Profit and Loss Account for the Financial Year 2023-24 have been made.

d) The Annual Accounts have been prepared on a going concern basis.

e) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively;

f) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at the 11^th Annual General Meeting of the Company held on December 30, 2020 appointed M/s D G M S & Co., Chartered Accountants, Mumbai, (Firm Registration No.: 0112187W) as Statutory Auditors of the Company to audit the books of account of the Company for a period of five (5) years and to hold office from the conclusion of the 11^th Annual General Meeting for the Financial Year 2020-21 till the conclusion of the 16^th Annual General Meeting to be held for the Financial Year 2024-25 to be held in the calendar year 2025. M/s. D G M S & Co., Chartered Accountants, Mumbai, (Firm Registration No.: 0112187W), Statutory Auditors of the Company, resigned w.e.f. May 14, 2024 due to their pre-occupation.

The Company at its Board meeting dated May 29, 2024, has appointed M/s. C N K & Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No.: 101961W/ W100036), (C N K & A) a peer reviewed firm, as Statutory Auditors of the Company for filling the casual vacancy arising due to resignation of previous Statutory Auditors i.e. M/s. D G M S & Co., w.e.f. May 29, 2024 and to hold office till the date of ensuing Annual General Meeting of the Company to be held within 3 months.

At its Board meeting dated May 29, 2024, the Company also recommended appointment of M/s. C N K & Associates LLP for a period of five (5) Years from conclusion of the ensuing AGM to audit the books of account from FY 2024-25 to 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029 and their appointment is recommended for approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.

Statutory Auditors'' Report:

The Statutory Auditors'' Report does not contain any qualifications, adverse remarks or disclaimer. Notes to Accounts and Auditors'' remarks in their report are selfexplanatory and do not call for any further comments.

The Statutory Auditor''s Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.

Details in respect of Frauds reported by Auditors under Section 143(12) of the Act:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

Secretarial Audit and Annual Secretarial Compliance Report:

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended March 31, 2024 is set out as Annexure B to this report. It does not contain any qualification, reservation or adverse remark or disclaimer made by secretarial auditor. The Secretarial Auditors have

not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the Financial Year under review.

The Secretarial Compliance Report for the Financial Year ended March 31, 2024 in relation to compliance of all applicable SEBI Regulations / Circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI Listing Regulation was obtained from M/s. S. P. Date & Associates, Practicing Company Secretaries. The same was submitted to stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report is available on the website of the Company at https://abansholdings.com/ assets/pdf/ASCR-AHL-2023-24-Signed-f8csuJ71.pdf

Secretarial Audit of Material Subsidiaries:

As per the requirements of the SEBI Listing Regulations, practicing Company Secretaries of the material subsidiaries of the Company namely Abans Broking Services Private Limited and Abans Finance Private Limited had undertaken Secretarial Audit pursuant to Section 204 of the Act for FY 2023-24. The Secretarial Audit Report of said material subsidiaries confirm that they have complied with provisions of the Acts, Rules, Regulations and guidelines except one observation or qualification which has been explained in the Board''s report of Abans Finance Private Limited a material subsidiary.

The Secretarial Audit Report issued by the Secretarial Auditors of the Material Subsidiaries are appended in Annexure C & D to this report.

c) Internal Auditors

M/s. Todarwal & Todarwal LLP, Chartered Accountants, Internal Auditors of the Company, resigned w.e.f. May 29, 2024 due to their pre-occupation.

Accordingly, the Board on recommendation of the Audit Committee at its Meeting held on May 29, 2024 had appointed M/s. V. C. Shah & Co., Chartered Accountants, as Internal Auditors for the financial year 2024-25, to conduct the internal audit of the various areas of operations and records of the Company.

The Audit Committee quarterly reviews the internal audit reports and the adequacy and effectiveness of internal controls.

d) Cost Audit and Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Cost Audit or maintenance of cost records are not applicable to the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with certificate from a Practicing Company Secretary certifying compliance with conditions on Corporate Governance for FY 2023-24 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management''s discussion and analysis is set out in this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the initiatives taken by the Company from an Environmental, Social, Governance & Sustainability perspective are provided in the Business Responsibility & Sustainability Report ("BRSR") which is presented in a separate section and forms part of this Annual Report and is also uploaded on the website of the Company at www.abansholdings.com. BRSR includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators is also part of it.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since, the Company does not fall under the criteria stated under Section 135 of the Companies Act, 2013, the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same, no CSR initiative was undertaken by the Company.

CHANGE IN THE NATURE OF BUSINESS:

â¢ During the year under review, the management decided to diversify and expand the business operations of the Company and had altered the object clause of the Memorandum of Association of the Company. The Shareholder''s approval was obtained for alteration of said Object Clause through Special resolution passed on September 29, 2023 at the Annual General Meeting of the Company.

â¢ An application was made to SEBI for appointment of Abans Holdings Limited as an Investment Manager of Abans Investment Trust (Category II AIF) and that SEBI vide its letter dated July 17, 2023 approved the same.

â¢ The Company has received Board''s approval to expand its business operations to operate as an Asset Management Company subject to regulatory approval.

â¢ Abans Holdings Limited has received an in-principal approval from IFSCA and SEZ authorities to set up its branch unit and act as an FME in lieu of the existing FME, Abans Alternative Fund Managers LLP (AAFMLLP). Pursuant to the said in-principal approval, due process of setting up of the unit and surrender of the existing license of AAFMLLP is in process subsequent to which final approvals will be received by AHL to act as the FME for the existing and any future AIFs.

Except as mentioned above, there has been no change in the nature of business of the Company as on the date of this report.

POLICY ON PRESERVATION OF DOCUMENTS:

The Company has adopted a Preservation of Documents Policy for preservation of documents as defined under Regulation 9 of the SEBI Listing Regulations. The said policy is available on the website of the Company viz. https://abansholdings.com/assets/ pdf/Policv-on-Preservation-of-Documents.pdf

ANNUAL RETURN

The Annual Return of the Company in prescribed Form MGT-7 for the financial year ended March 31, 2024 has been placed on the website of the Company https://abansholdings.com/annual-return in compliance with the provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of FY 2023-24 and the date of this Board''s report.

FOREIGN EXCHANGE

There were no foreign exchange earnings or expenditure during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

However, initiatives taken by our Company towards energy management are provided in the Business Responsibility and Sustainability Report forming part of this Annual Report.

RISK MANAGEMENT POLICY:

The Company has, commensurate with size of its operations, developed and implemented a risk management policy to identify, assess, monitor and mitigate various risks to key

business operations and objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The same is uploaded on the website of the Company at https://abansholdings.com/ assets/pdf/Risk-Management-Policy.pdf

The Risk Management Committee has been entrusted with the responsibility to assist the Board in:

a) overseeing and approving the Company''s enterprise wide risk management framework;

b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are in place, to address these risks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal Audit of the Company is regularly carried out. The Audit Reports of Internal Auditors i.e. M/s. Todarwal & Todarwal LLP, Chartered Accountants, along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee. The Internal Auditors verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. Subsequently, it was placed before the Audit Committee of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable directors and employees

â¢ to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/ conduct etc;

Employee wise details of options granted to: Category	Name of Employee	No. of options granted at grant price of H 2/- each
Key Managerial Personnel	Mr. Nirbhay Vassa	5,00,000
	Mr. Chintan Mehta	5,00,000
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year*	Mr. Mayank Mundhra	2,25,000
Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	N.A.	N.A.
*Additionally, this includes the list of Key Managerial Personnel as mentioned above in this table

â¢ for providing adequate safeguards against victimisation;

â¢ for providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

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

Abans Holdings on a Group level has Prevention of Sexual Harassment Policy (Policy) in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the Policy.

The Group has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2023-24, no cases in the nature of Sexual harassment were reported at any work place of the Company.

PARTICULARS OF EMPLOYEES:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are attached as Annexure - F and form an integral part of this report.

EMPLOYEE STOCK OPTIONS SCHEME (ESOS)

The Company has in force Employee Stock Option Schemes prepared in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations"), based on recommendation of Nomination Remuneration & Compensation Committee and the Board of Directors of the Company had approved the Abans Holdings Limited Empoyee Stock Option Scheme/Plan 2023 (AHL ESOS 2023/ AHL ESOP 2023) at their meeting held on May 19, 2023 and subsequently it was approved by the shareholders by way of postal ballot as on July 13, 2023 (being the last day of e-voting).

During the financial year, the Nomination, Remuneration & Compensation Committee vide resolution dated August 11, 2023 approved grant of 14,98,100 options to 18 eligible employees of the Company, pursuant to the eligibility criteria stipulated under the ESOP Scheme 2023. No options were vested / exercised during year under review. The AHL ESOP Scheme 2023 is being administered and monitored by the Nomination Remuneration & Compensation Committee of the Company. The scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The compliance certificate given by practicing company secretary Mr. S. P. Date is annexed to the Board''s report as Annexure ''E''.

The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SBEBSE Regulations are provided on the website of the Company at https://abansholdings.com/esop-disclosures and the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at [email protected] whereupon a copy will be provided. The relevant disclosures as per applicable accounting standard forms part of the notes to the Standalone Financial Statements and Consolidated Financial Statements of the Company.

The Company is seeking member''s approval for Abans Holdings Limited Employee Stock Options Scheme 2024 (AHL ESOS 2024/ AHL ESOP Scheme 2024) at the ensuing AGM after recommendation of NRCC and approval of Board in their respective meeting held on May 29, 2024. Necessary resolutions and explanation for implementing this scheme form part of the accompanying Annual General Meeting notice.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act 2013.

CODE OF CONDUCT:

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

OTHER DISCLOSURES

â¢ There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 - Corporate Insolvency Resolution for the end of financial year March 31, 2024.

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

â¢ There was no public issue, rights issue, bonus issue or preferential issue, etc. of equity shares of the Company.

â¢ There was no issue of shares with differential rights.

â¢ There was no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ There was no failure to implement any Corporate Action.

â¢ There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

APPRECIATION AND ACKNOWLEDGEMENTS:

The Company wish to place on record deep sense of acknowledgment for the devoted and efficient services rendered by each and every employee of the Abans Family at all levels for their hard work, commitment and dedication towards the Company.

The Company is grateful to all its stakeholders including customers, bankers, shareholders, business partners, regulators and communities for staying right beside us in our journey of constant evolution.

Your Directors look forward to the long-term future with confidence.

Mar 31, 2022

The Board of Directors is pleased to present this the thirteenth Annual Report of Abans Holdings Limited (Formerly known as Abans Holdings Private Limited), for the financial year ended March 31, 2022.

In compliance with applicable provisions of Companies Act, 2013 (âthe Actâ), this report covers the highlights of financials and other developments during the year from April 1, 2021 to March 31, 2022.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summarised financial results of the Company for financial year ended March 31, 2022 vis-avis those of the previous year, on standalone and consolidated basis, are presented below:

(? in Lakhs)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
Revenue from Operations	36.00	44.91	63,862.78	1,32,706.48
Other Income	_-	44.28	760.68	585.37
Total Income	36.00	89.19	64,623.46	1,33,291.85
Profit Before Interest, Depreciation & Tax	25.18	22.89		60,84,71,240
Less: Finance Cost	0.18	0.05		9,37,48,792
Less: Depreciation & Amortization Expense	-	-		1,11,60,839
Profit Before Tax	25.00	22.84	6,571.02	5,035.62
Less: Current Income Tax	6.61	6.40	305.96	322.53
Less: Deferred Tax	0.01	0.01	122.40	15.30
Less: Short /(Excess) provisions for earlier year	0.50	1.24	4.51	107.94
Profit After Tax	17.88	15.19	6,184.04	4,589.85
Total Comprehensive Income	17.88	15.19	7,782.28	4,060.73

2. STATE OF COMPANY''S AFFAIRS:

The Company had converted itself into a public limited Company w.e.f. May 19, 2021 vide Special Resolution passed by the Members at the Extra Ordinary General Meeting held on April 28, 2021. The Registrar of Companies, Maharashtra, Mumbai has issued the Certificate of Incorporation upon the said conversion on May 19, 2021.

Review of Standalone Results:

During the year under review, the Company recorded standalone revenue of ? 36,00,000/- as compared to ? 44,90,500/- in the previous year. Profit before tax for the year under review was ? 24,99,393/- as against ? 22,85,128/- in the previous year. The profit after tax stood at ? 17,65,664/- for the year under review as compared to the profit after tax of ? 15,20,127/- in the previous year.

Review of Consolidated Results:

During the year under review, the Company recorded consolidated revenue of ? 6,46,23,45,788/-as compared to ? 13,32,91,85,485/- in the previous year. Profit before tax for the year under review was ? 66,16,90,971/- as against ? 50,35,61,609/- in the previous year. The profit after tax for the year under review stood at ? 61,84,04,320/- as compared to the profit after tax of ? 45,89,84,762/-in the previous year.

3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT :

The financial statements of the Company for Financial Year ended March 31, 2022, on a standalone and consolidated basis, have been prepared in compliance with the Companies Act, 2013 (the Act), applicable Accounting Standards and Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiaries of the Company based on the effective ownership of the Company in such subsidiaries.

4. RESERVE & SURPLUS :

Your Board has transferred entire surplus earned during the year to Revenue Reserve and no amount was transferred to General Reserve.

5. DIVIDEND :

Your Directors do not recommend any dividend for the financial year ended March 31, 2022 for growth prospects and expansion.

6. EXTRACT OF 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 extract of annual return in Form MGT-9 is attached as a part of this Annual Report as Annexure âAâ.

7. SUBSIDIARIES/ASSOCIATES AND JOINT VENTURES :

As at March 31, 2022, following were the subsidiaries/associates companies of the Company:

Name of the Direct Indian Subsidiaries	% Shareholding of AHL	Status
Abans Agri Warehousing & Logistics Private Limited (AAWPL)	100%	Subsidiary
Abans Finance Private Limited (AFPL)	91.77%	Subsidiary
Abans Capital Private Limited (ACPL)	91.77%	Subsidiary

Name of the Foreign Step Down Subsidiaries	% Shareholding of AAWPL	Status
Abans Ventures UK Limited (AVUKL)	100%	Step Down Subsidiary
Shanghai Yilan Trading Co. Ltd., China (SYT)	100%	Step Down Subsidiary
Name of the Foreign Step Down Subsidiary	% Shareholding of AVUKL	Status
Corporate Avenue Services Ltd, UK (CASL)	100%	Step Down Subsidiary

Name of the Indian Step Down Subsidiaries	% Shareholding of ACPL	Status

Clamant Broking Services Pvt. Ltd. (CBSPL)	100%	Step Down Subsidiary
Abans Broking Services Pvt. Ltd. (ABSPL)	100%	Step Down Subsidiary
Abans Securities Pvt. Ltd. (ASPL)	100%	Step Down Subsidiary
Abans Commodities (I) Pvt. Ltd. (ACIPL)	100%	Step Down Subsidiary

Name of the Step Down Subsidiaries	% Shareholding of ABSPL	Status
Abans Investment Manager Mauritius (AIMM)	100%	Step Down Subsidiary
Abans Global Broking (IFSC) Pvt. Ltd. (AGIBPL)	100%	Step Down Subsidiary
Irvin Trading Pte. Ltd., Singapore (ITPL)	100%	Step Down Subsidiary
Caspian HK Trading Ltd., Hongkong (CHKTL)	100%	Step Down Subsidiary
Abans Global Limited, UK (AGL)	78.40%	Step Down Subsidiary

Name of the Step Down Subsidiaries	% Shareholding of ASPL	Status
Abans Middle East DMCC, Dubai (AMEDMCC)	100%	Step Down Subsidiary
Abans Global Limited, UK (AGL)	19.83%	Step Down Subsidiary

Name of the Step Down Subsidiaries	% Shareholding of AIMM	Status
Abans International Limited (Mauritius)	100%	Step Down Subsidiary

Name of the Step Down Subsidiaries	% Shareholding of AGL	Status
Abans Global Trading DMCC (Dubai)	100%	Step Down Subsidiary

The disinvestment application was made for closure of step down subsidiary company Irvin Trading PTE Ltd. (Overseas Company) a Wholly Owned Subsidiary of Abans Broking Services Private Limited (ABSPL) which was incorporated on August 3, 2018 and is located in Singapore. The application was made in year 2021 and was in process as on March 31, 2022. The reason for disinvestment was due to closure of business activities since there are no further growth prospects. The Company has received a closure letter in this regard and the name of Irvin Trading PTE Ltd. is struck off from the register w.e.f. June 6, 2022.

A statement containing the salient features of the financial statements of the Companyâs subsidiaries is annexed herewith in the prescribed format AOC-1 as Annexure âBâ to the Boardâs report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year under review, there were following changes in Board of Directors of the Company:

a) Mr. Rahul Dayama (DIN: 07906447), was appointed as an Independent Director vide special resolution passed by the members of the Company at the Extra Ordinary General Meeting held on April 28, 2021.

b) Ms. Ashima Chhatwal (DIN: 09157529) and Ms. Rachita Mehta (DIN: 03496082), was appointed as Independent Director for the period of five years w.e.f. July 12, 2021 i.e. up to

July 11, 2026 vide special resolution passed by the members of the Company at the Extra Ordinary General Meeting held on July 21, 2021.

c) Mr. Shivshankar Singh was appointed as an Additional Director on the Board of Company on Janaury 15, 2021 and subsequently on recommendation of the Board he was appointed as a Non-Executive Director of the Company vide special resolution passed by the members of the Company at the Extra Ordinary General Meeting held on July 12, 2021 whose office shall be liable to retirement by rotation.

d) Mr. Abhishek Bansal (DIN: 01445730) served the Board of the Company as a Non -Executive Director since incorporation i.e. September 24, 2009. However, the Board of Directors of the Company (âBoardâ), at its meeting held on June 17, 2021 has appointed Mr. Abhishek Bansal as Managing Director, for a period of 5 (Five) years from June 17, 2021, on the terms and conditions including remuneration as may be recommended by the any committee of the Board thereof and approved by the Board from time to time. His appointment as Managing Director as above was approved by the members in the Extraordinary General Meeting held on July 12, 2021.

e) Mr. Nibhay Vassa (DIN: 08011853) was appointed as the Whole Time Director on August 2, 2021 vide a Special Resolution passed by members of the Company.

The changes in KMPs were as follows:

1. Mr. Nirbhay Vassa, was appointed by the Board as the Chief Financial Officer of the Company

w.e.f. August 03, 2021.

2. Ms. Sheela Gupta was appointed as Company Secretary of the Company w.e.f. August 03, 2021.

Hence, the Board of the Company as on the date of this Report is as under:

Name of Director/KMP	Designation	Date of appointment
Abhishek Bansal (DIN: 01445730)	Managing Director	June 17, 2021
Nirbhay Vassa (DIN: 08011853)	Whole Time Director	August 02, 2021
Shivshankar Singh (DIN: 07787861)	Non-Executive Director	Janaury 15,2021
Rahul Dayama (DIN: 07906447)	Independent Director	April 28, 2021
Rachita Mehta (DIN: 03496082)	Independent Director	July 12, 2021
Ashima Chhatwal (DIN: 09157529)	Independent Director	July 12, 2021

None of the Directors of your Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

9. DECLARATION BY INDEPENDENT DIRECTORS :

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence as required pursuant to the provisions of the Act, as amended, and SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors, regarding, their meeting the prescribed criteria of independence, after due assessment of the veracity of the same in terms of the SEBI Listing Regulations.

10. CHANGE IN THE NATURE OF BUSINESS :

There was no change in the nature of the business of the Company during the year under review.

However, the subsidiary Company, Abans Finance Private Limited (Demerged Company) which had filed a Scheme of Demerger with Abans Capital Private Limited (Resulting Company) under section 230 to 232 and other applicable provisions of the Companies Act, 2013 before the Hon''ble National Company Law Tribunal, Mumbai Bench with Appointed Date as March 30, 2019 has on April 26, 2022 passed an order approving the Scheme of Arrangement. After the approval of the Scheme the SEBI Regulated Business of the Demerged Company conducted through its subsidiary companies [(Abans Finance Private Limited - subsidiary Co.) (i.e. Abans Commodities (I) Private Limited, Abans Broking Services Private Limited and Abans Securities Private Limited - Step Down Subsidiary Companies having SEBI Regulated Business) and Trading Business stands demerged w.e.f. the above mentioned Appointed Date to the Resulting Company.

Pursuant to demerger order Abans Broking Services Private Limited, Abans Commodities (I) Private Limited, Abans Securities Private Limited, have become wholly owned subsidiaries of Abans Capital Private Limited. Since the holding company i.e Abans Capital Private Limited is a subsidiary of Abans Holdings Limited (an unlisted public company), Abans Broking Services Private Limited, Abans Commodities (I) Private Limited, Abans Securities Private Limited have become deemed public companies and accordingly have been complying with the provisions applicable to deemed public companies to the extent applicable.

11. MEETINGS OF THE BOARD AND ITS COMMITTEE:

Information in respect of the composition of Board, their meetings held during the financial year 2021-22 and Directorsâ attendance at each meeting of the Board and its Committee were as under:

a) Composition of Board

During the year, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act, 2013. The Board of Directors of the Company as on March 31, 2022 consisted of 6 (Six) Directors comprising 1 (One) Managing Director, 1 (One) Whole Time Director and 4 (Four) Non- Executive Directors out of which 3 (Three) were Independent Director (s).

Eleven Board meetings of the Board of Directors were held during the year under review.

The details of dates and attendance thereof are given in the table below.

Date of Board Meeting	Board Strength	No. of Directors present in the Board Meeting
02-04-2021	2	2
03-04-2021	2	2
26-05-2021	2	2
17-06-2021	3	3
12-07-2021	3	3
29-07-2021	5	5
02-08-2021	5	5
03-08-2021	6	6
22-09-2021	6	6
28-09-2021	6	6
24-01-2022	6	6

All the meetings were attended by all the eligible director on the date of meetings.

b) Committees of the Board

With a view to promote better governance and accountability, your Board has constituted following mandatory committees viz. Audit Committee, and Remuneration Committee and Stakeholders Relationship Committee.

The terms of reference of these Committees were determined by the Board considering applicable provisions of Companies Act, 2013 including rules made thereunder, relevance and expectation of the Board from Committee and the same were reviewed from time to time.

> Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Companyâs statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013.

The Audit Committee of the Company was constituted on July 12, 2022 and comprised of the following directors as its members as on March 31, 2022, having all Independent Directors:

1. Mr. Rahul Dayama - Chairman (Independent Director).

2. Ms. Ashima Chhatwal - Member (Independent Director).

3. Ms. Rachita Mehta - Member (Independent Director).

During the year, 4 (Four) meetings of the Audit Committee were held i.e. on July 29, 2021, August 03, 2021, September 22, 2021 and January 19, 2022 . The details are as under:

Sr. No.	Name of the member	No. of meetings held / attended
1.	Mr. Rahul Dayama	4/4
2.	Ms. Ashima Chhatwal	4/4
3.	Ms. Rachita Mehta	4/4

> Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted on July 12, 2021 and comprised of the following directors as its members as on March 31, 2022:

1. Ms. Rachita Mehta - Chairman (Independent Director).

2. Ms. Ashima Chhatwal - Member (Independent Director).

3. Mr. Rahul Dayama - Member (Independent Director).

During the year, the Nomination and Remuneration Committee held 5 (Five) meeting i.e. on July 12, 2021, August 02, 2021, August 03, 2021, September 22, 2021, January 19, 2022. The details are as under:

	Sr. No.		Name of the member		No. of meetings held / attended
	1.		Ms. Rachita Mehta		5/5
	2.		Ms. Ashima Chhatwal		5/5
	3.		Mr. Rahul Dayama		5/5
>	Stakeholders Relationship Committee
The Stakeholder Relationship Committee of the Company was constituted on July 12, 2021 and comprised of the following director as its members as on March 31, 2022:
1. Mr. Rahul Dayama - Chairman (Independent Director). 2. Mr. Abhishek Bansal - Member (Independent Director). 3. Ms. Rachita Mehta - Member (Independent Director).
During the year, the stakeholders Relationship Committee held 2 (Two) meeting i.e. on August 02, 2021 and September 22, 2021.
The intervening gap between the two consecutive meetings of the Board was within the limit prescribed under the Companies Act, 2013.
>	Independent Directorsâ Meeting
The following were the Independent Directors of the Company as on March 31, 2022:
1. Ms. Ashima Chhatwal 2. Mr. Rahul Dayama 3. Ms. Rachita Mehta
During the year, the Independent Directors held 1 (One) meeting i.e. on March 24, 2022.
The details are as under:
	Sr. No.	Name of the member		No. of meetings held / attended
	1.	Ms. Ashima Chhatwal		1/1
	2.	Mr. Rahul Dayama		1/1
	3.	Ms. Rachita Mehta		1/1

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:-

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures.

b) Appropriate Accounting Policies have been selected and applied consistently. 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 as at March 31, 2022 and of the Profit and Loss Account for the Financial Year 2021-22 have been made.

d) The Annual Accounts have been prepared on a going concern basis.

e) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively;

f) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans, investments, guarantees or securities, made by the Company up to the end of the year under review were within the limits approved by the members by Special Resolution passed on September 30, 2016. However, as a business strategy and in the interest of yielding higher business and profits for the Company, it might be necessary for the Company to invest more funds of the Company or provide loan(s), security/ies and/or guarantee(s) in furtherance of its untapped business objectives or to carry out its operations as per defined policies and guidelines.

In this regard, the present limit of Rs. 250,00,00,000/- (Rupees Two Hundred and Fifty Crores Only) authorized by the members under Section 186 would fall short as per the Companyâs plans. Hence, it was proposed to obtain membersâ consent for a higher limit of Rs. 1000,00,00,000/-(Rupees One Thousand Crores Only) in the ensuing Annual General Meeting (AGM) of the Company. Accordingly, this has been included as one of the agenda items of the notice of the ensuing AGM.

Particulars of investments made/ loans given / security provided under Section 186 of the Companies Act, 2013 are provided in the financial statements.

14. SHARE CAPITAL :

During the year, there has been no change in the issued and paid up capital during the year and after March 31, 2022 till the date of this report. The present Share capital of the Company stood as under:

Authorized Share Capital

As at March 31, 2022, Authorised Share Capital of the Company was Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided 6,00,00,000 (Six Crores) Equity Shares of Rs. 2/- (Rupees Two only) each.

Issued, Subscribed and Paid-Up Share Capital

As at March 31, 2022, Paid-up Share Capital of the Company was Rs. 9,26,91,900/- (Rupees Nine Crores Twenty Six Lakhs Ninety One Thousand Nine Hundred only dividend into 4,63,45,950

(Four Crores Sixty Three Lakhs Forty Five Thousand Nine Hundred Fifty) Equity Shares of Rs. 2/-(Rupees Two only) each.

15. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at the 11^thAnnual General Meeting of the Company held on December 30, 2020 appointed M/s D G M S & Co., Chartered Accountants, Mumbai, (Firm Registration No.: 0112187W) as statutory auditors of the Company to audit the books of account of the Company for a period of five (5) years and to hold office from the conclusion of the 11^th Annual General Meeting for the Financial Year 2020-21 till the conclusion of the 16^th Annual General Meeting to be held for the Financial Year 2024-25 to be held in the calendar year 2025.

The statutory auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT :

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

17. AUDITORS'' REPORT :

The Statutory Auditors'' Report does not contain any qualifications, adverse remarks or disclaimer. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and do not call for any further comments.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit is not applicable to the Company.

19. COST AUDIT AND MAITENANCE OF COST RECORDS:

20. SECRETARIAL STANDARDS OF ICSI :

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of directors (SS-1) and general meetings (SS-2) read with the MCA Circulars granting concessions and exemptions in view of the Covid -19 pandemic.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not fall under the criteria stated under Section 135 of the Companies Act, 2013 the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same no CSR initiative was undertaken by the Company.

22. BOARD EVALUATION:

As per the provisions of the Companies Act, 2013, the Company has laid down Performance Assessment Process and parameters for the evaluation of the performance of the Board,

Committees thereof, and individual Directors. The performance evaluation is undertaken annually as per the requirements of the Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions were entered into on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 24 are set out in the Notes to the financial statements forming part of the Boardâs Report. Thus, Form AOC-2 is not applicable.

The Company has formulated a policy on materiality of related party transactions for dealing with related parties and reporting thereof.

24. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act, 2013 during the year under review. There were no deposits outstanding from those accepted in earlier years, if any, as on March 31, 2021.

25. MATERIAL CHANGES AND COMMITMENTS:

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 and the date of this Report except as mentioned Financial Statements for March 31, 2022 as annexed to the Boardâs report.

26. SIGNIFICANT EVENTS IN THE CURRENT YEAR:

The Company had converted itself into a public limited Company w.e.f. May 19, 2021 vide Special Resolution passed by the Members at the Extra Ordinary General Meeting held on April 28, 2021. The Registrar of Companies, Maharashtra, Mumbai, has issued the Certificate of Incorporation upon the said conversion on May 19, 2021.

Your Company has filed draft red herring prospectus dated September 28, 2021 (the âDRHPâ) with Securities and Exchange Board of India (âSEBIâ) on September 29, 2021, in connection with the proposed initial public offering of 1,28,00,000 equity shares of face value of Rs. 2 each, comprising of a fresh issue of upto 38,00,000 equity shares of Rs.2/- each and offer for sale of 90,00,000 equity shares of Rs.2/- each by the promoter(s).

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO :

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo were as follows:

a)	Conservation of energy:
a)			Company''s operations do not
	(i)	The steps taken or impact on conservation of energy	consume significant amount of energy.

	(ii)	The steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
	(iii)	The capital investment on energy conservation equipments	None, in view of comments in clause (i)
b)	Technology absorption:
	(I)	the effort made towards technology absorption		NIL
	(ii)	the benefits derived like product improvement cost reduction product development or import substitution		NIL
	(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)		NIL
		(a) the details of technology imported (b) the year of import; (c) whether the technology been fully absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	(iv)	the expenditure incurred on Research and Development		NIL

c) Foreign exchange earnings and outgo:

During the year under review, there were no foreign exchange earnings as well as outgo.

28. RISK MANAGEMENT POLICY :

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

30. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY :

Your Company has instituted an internal control system for all its units to ensure efficiency of operations, financial reporting, proper recording and safeguarding of assets, compliance with applicable laws and regulations, etc.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM :

The Company has in place a whistle blower policy encompassing vigil mechanism pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Audit Committee reviews the functioning of the whistle blower policy. The whistle blower policy/vigil mechanism enables directors and employees to report to the management their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

32. 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 (Policy) in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2021-2022:

a. No of Complaints received - NIL

b. No of Complaint disposed off- NIL

33. PARTICULARS OF EMPLOYEES:

None of the employees of the Company has received remuneration exceeding the limit of Rs.8,50,000/- per month if employed for a part of the year or Rs.1,02,00,000/- if employed for whole of the year, as stated in Section 197 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. ACKNOWLEDGEMENTS:

The directors wish to place on record their sincere appreciation for the assistance and cooperation extended by Banks, its employees, investors and all other associates and look forward to continued fruitful association with all business partners and stakeholders of the Company.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article