Abhinav Capital Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors is pleased to present the Annual Report on the business and operations of Abhinav
Capital Services Limited (''the Company'') along with the Audited Financial Statements for the financial year
ended March 31, 2025.

Financial Performance (Amount in Rs.l

Particulars	2024-25 (Rs.)	2023-24 (Rs.)
Revenue from Operations	5,47,73,165	15,29,47,257
Other Income	2,57,035	-
Total Income from Operations	5,50,30,200	15,29,47,257
Less: Financial Expenses	2,38,76,581	3,33,45,342
Less: Depreciation & Amortisation Expenses	-	-
Less: Other Expenses	40,48,105	52,66,574
Less: Employee Benefits Expenses	65,31,498	54,47,618
Total Expenses	3,44,56,184	4,40,59,534
Profit/(Loss) Before Tax & Exceptional Items	2,05,74,017	10,88,87,723
Less: Current Year Taxation	85,00,000	1,70,00,000
Less: Deferred Tax Expense/(Income)	(5,006)	(6,49,227)
Less: Tax Expenses of Earlier Years	-	(64,278)
Profit After Tax	1,20,79,023	9,26,01,227
Add: Other Comprehensive Income (OCI)
Items not reclassified to Profit and Loss:
- Changes in Fair Value of FVOCI Equity Instruments	1,65,68,828	9,89,61,491
- Actuarial Gain/(Loss) on Obligations:
- Due to Change in Financial Assumptions	(53,817)	(37,573)
- Due to Experience Adjustments	(1,16,650)	(92,596)
- Tax Impact on Above	(6,96,838)	(2,48,73,867)
Other Comprehensive Income	1,57,01,523	7,39,57,455
Total Comprehensive Income for the Year	2,77,80,545	16,65,58,683

Review of Operations

During the year under review, the Company''s total revenue was Rs. 547.73 lakhs compared to Rs. 1,529.47
lakhs in the previous year, reflecting a decline primarily due to lower profits from the sale of investments of
Rs. 54.08 Lakhs during the year (Rs. 1,044.71 lakhs in FY 2023-24). Profit before tax was Rs. 205.74 lakhs
compared to Rs. 1,088.87 lakhs in the prior year. Profit after tax was Rs. 120.79 lakhs compared to Rs. 926.01
lakhs in FY 2023-24. The reduction in profitability was largely attributable to the absence of significant
investment disposal gains in FY 2024-25

Material Changes and Commitments

No material changes or commitments affecting the financial position of the Company have occurred between
the end of the financial year (March 31, 2025) and the date of this report.

Dividend

To conserve capital for future growth, the Board of Directors does not recommend a dividend for the financial
year ended March 31, 2025.

Subsidiaries, Joint Ventures, and Associate Companies

The Company does not have any subsidiaries, joint ventures, or associate companies as of March 31, 2025.

SWOT Analysis

Strengths

• Distinguished financial services provider with localized talent catering to regional customers.

• Simplified and prompt loan appraisal and disbursement processes.

• Product innovation and superior delivery.

• Innovative resource mobilization and prudent fund management practices.

Weaknesses

• Regulatory restrictions due to evolving government policies may impact operations.

• Uncertain economic and political environment.

Opportunities

• Demographic changes and under-penetrated markets.

• Large untapped market potential.

• Leveraging digital solutions for business operations and collections.

Threats

• High cost of funds.

• Rising Non-Performing Assets (NPAs).

• Competition from other NBFCs and banks.

Reserves

The Company has transferred Rs. 24.15 lakhs to the Reserve Fund under Section 45-IC of the Reserve Bank of
India Act, 1934.

Share Capital

• Authorized Share Capital: Rs. 8,00,00,000/- divided into 80,00,000 equity shares of Rs. 10/- each.
There was no change in the Authorized Share Capital during the year.

• Paid-up Share Capital: Rs. 6,92,46,000/- divided into 69,24,600 equity shares of Rs. 10/- each. There
was no change in the Paid-up Share Capital during the year.

• The Company has not issued any equity shares with differential rights as to dividend, voting, or
otherwise during the year.

a) Buyback of Securities

The Company has not bought back any of its securities during the year.

b) Sweat Equity

The Company has not issued any sweat equity shares during the year.

c) Bonus Shares

The Company has not issued any bonus shares during the year. Public

Deposits

The Company, being a non-deposit-taking NBFC, has neither invited nor accepted/renewed any deposits from
the public under Chapter V of the Companies Act, 2013, during the year. There are no unclaimed deposits,
unclaimed/unpaid interest, or amounts due to be deposited into the Investor Education and Protection Fund
as of March 31, 2025.

Listing of Shares

The Company''s equity shares are listed on BSE Ltd. The annual listing fees for FY 2024-25 have been paid to
the stock exchange.

Capital Adequacy Ratio

As of March 31, 2025, the Company''s Capital Adequacy Ratio (CRAR) stood at 1000.02% of the aggregate risk-
weighted assets on the balance sheet and risk-adjusted value of off-balance sheet items, well above the
regulatory minimum of 15%. Of this, Tier I capital was 975.95%, and Tier II capital was 24.07%.

Particulars of Loans, Guarantees, or Investments

As per Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) regarding disclosure of
loans, guarantees, or securities provided by an NBFC in the ordinary course of business are exempted. Details
of investments made by the Company are provided in the Notes to the Financial Statements

Board of Directors

The Board of Directors comprises accomplished professionals from diverse fields, bringing a wide range of
expertise, domain knowledge, and strategic insight. The composition ensures a balanced mix of Executive and
Independent Directors, fostering sound decision-making through business acumen, professionalism, and
independent judgement. During the year, none of the Non-Executive Directors had any pecuniary relationship
or financial transactions with the Company, apart from receiving sitting fees and commission for their roles.

Retirement by Rotation

In accordance with the Companies Act, 2013, and the Articles of Association, Mrs. Ritu Mohatta (DIN:
08860676), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible,
offers herself for re-appointment. Appropriate resolutions for the appointment/re-appointment of Directors
will be placed for approval at the ensuing AGM.

Continuation of Appointment of Director

Board have recommended Mr. Kamlesh Jayantilal Kotak (DIN 00012755) for continuation of his appointment
as Director (designated as Non-Executive and Non-Independent Director) of the Company for a period of 5
(Five) consecutive years with effect from 30^th September 2025 till 29^th September 2030, pursuant to the
provisions of Section 152 of the Companies Act, 2013 (''the Act'') read with Regulation 17(1D) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (''the SEBI Listing Regulations'')

Independent Directors (IDs)

Completion of Term

During the year, Mr. Girish Ramanlal Desai (DIN 01056763) ceased to be director upon completion of his 2^nd
consecutive term of 5 years on 30^th September 2024. The Board places on record its sincere appreciation &
gratitude for his invaluable contributions & insightful counsel during his tenure with the Company as
Independent Director.

The Board of Directors expresses its deep appreciation to Mrs. Gayatri Sonawane, whose Second Term as an
independent Director ended on 9^th August, 2025, for her valuable insights and strategic guidance that
significantly contributed to the Company''s growth. Her dedication and leadership have left a lasting impact on
the organization''s policies and culture of integrity. We extend our heartfelt thanks and best wishes for her
future endeavors.

Appointment of New Independent Director

Mrs. Shubha Biyani (DIN 10835737) was appointed as Additional Director designated as an Independent
Director (Non-Executive) on the Board of the Company for a term of upto 5 (five) consecutive years on 14^th
November 2024, subject to approval by the Shareholders of the Company. Later her appointment was
regularised by approval of members through Postal Ballot on 13^th February 2025.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee,
recommended for the approval of the Members, appointment of Ms. Siddhi Sushil Mantri (DIN : 09437353), as
an Additional Director, designated her as Non Executive Independent Director of the Company.

Consequent to the change in the Board of Directors, the Board committees were also reconstituted, the details
of which are provided in the Corporate Governance Report.

All the new Independent Directors have affirmed their continued compliance with the independence criteria
outlined in Section 149(6) of the Act and the Listing Regulations as also adherence to the Code of Conduct for
IDs. There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Board affirms that the newly appointed Independent Director possess diverse qualifications, skills, and
extensive experience across a range of domains. They uphold high standards of integrity and probity. A
detailed matrix highlighting the skills, expertise, and competencies of all Directors is presented in the
Corporate Governance Report.

Familiarisation Programme for Independent Directors

The Company has implemented a Familiarisation Programme for Independent Directors to acquaint them
with their roles, rights, responsibilities, the nature of the industry, and the Company''s business model, in
compliance with SEBI Listing Regulations.

Meeting of Independent Directors

The Independent Directors met once during the year in an informal setting, without the presence of the
Chairman, Non-Executive Non-Independent Directors, and the Chief Financial Officer, to discuss relevant
matters. Policies on Appointment and Remuneration of Directors. The Nomination and Remuneration
Committee has approved policies for determining directors'' qualifications and remuneration. These policies
outline criteria for qualifications, positive attributes, independence, and other matters as required under
Section 178(3) of the Companies Act, 2013. The policies are available on the Company''s website and are
detailed in the Corporate Governance Report.

Board and Director''s Evaluation

The Board, guided by the Nomination and Remuneration Committee, conducted a performance evaluation of
the Board as a whole, individual directors, and Board Committees. The Independent Directors also evaluated
the performance of Non-Independent Directors, the Board, and the Chairman at a separate meeting. The
evaluation process and criteria are detailed in the Corporate Governance Report. The Board expressed
satisfaction with the evaluation results.

Compliance with RBI Regulations

As a non-deposit-taking NBFC registered with the Reserve Bank of India (RBI) and classified as an NBFC -
Middle Layer under the RBI''s ''Master Direction - Non-Banking Financial Company - Scale Based Regulation,
2023,'' the Company complies with all applicable RBI regulations, guidelines, and directions. Relevant
particulars, as required under paragraph 9BB of the NBFC Regulations, are appended to the Balance Sheet.

Details of Board Meetings During the year

During the year under review, Five Board meetings were held. Details are provided in the Corporate
Governance Report

Conservation of Energy

The Company optimizes its electricity usage to conserve energy. Technology Absorption Company has not
imported or purchased any new technology during the year. Hence, this section is not applicable.

Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or outgo during the year.

Particulars of Employees

No employee of the Company received remuneration exceeding the limits specified under Section 197 of the
Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

Details of Unclaimed Suspense Account

The Company does not have an unclaimed suspense account as required under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility (CSR)

The Company has formulated a Corporate Social Responsibility (CSR) Policy to contribute to society through
initiatives in education, health, hygiene, animal welfare, poverty alleviation, safe drinking water,
environmental sustainability, and rural sports. The CSR Committee, comprising Mr. Chetan Karia, Mrs. Ritu
Mohatta, and Mr. Nasir Shaikh, recommends and monitors the implementation of the CSR Policy. The
Company focuses on education, health, and animal welfare to improve the quality of life in its community. The
CSR Report is included as Annexure A to this report.

Auditors and Audit Reports
Statutory Auditors

M/s S C Mehra & Associates LLP, Chartered Accountants (ICAI Registration No.: 06156W/W100305), are the
Statutory Auditors of the Company, appointed until the conclusion of the AGM for FY 2026-27. Their report,
included in the financial section of the Annual Report, contains no qualifications, reservations, adverse
remarks, or disclaimers.

Internal Audit

The internal audit function assures the Company''s internal controls, risk management, and governance
systems. An audit plan, approved by the Audit Committee, is implemented annually. The Committee reviews
quarterly internal audit reports, including significant observations and action taken. The Company has
appointed an Internal Auditor to perform audits as per the scope approved by the Audit Committee.

Secretarial Auditor, Audit Report & Secretarial Compliance Certificate

M/s D. G. Prajapati & Associates, Practicing Company Secretaries (FCS 6567, CP 4209), conducted the
Secretarial Audit for FY 2024-25. Their report, annexed as Annexure B, contains no adverse remarks. The
Secretarial Compliance Report, confirming adherence to statutory requirements, has been uploaded to the
BSE platform as required.

According to Regulation 24A of the SEBI Listing Regulations, 2015, and Section 204 of the Companies Act,

2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Audit Committee and the Board have recommended the appointment of M/s D. G. Prajapati &
Associates as Secretarial Auditors for a term of five consecutive years, from the conclusion of the ensuing AGM
until the AGM in 2030, subject to shareholder approval. The proposal is included in the AGM Notice. The firm
has confirmed its independence, peer review status, and eligibility.

Secretarial Standards

The Company has implemented systems to ensure compliance with all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, and such systems are adequate and operating effectively.

Management Discussion and Analysis

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report is annexed as Annexure C.

Director''s Comments on Auditor''s Report

The observations in the Statutory Auditor''s Report, read with the Notes to Accounts, are self-explanatory and
do not require further comments from the Board, under Section 134(3)(f) of the Companies Act, 2013.

Director''s Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board confirms that:

i. The annual accounts for the financial year ended March 31, 2025, have been prepared in accordance
with applicable accounting standards, with proper explanations for any material departures.

ii. The Directors have selected accounting policies, applied them consistently, and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the Company''s state of affairs
and its profit/loss for the year.

iii. The Directors have taken proper and sufficient care to maintain adequate accounting records in
accordance with the Companies Act, 2013, for safeguarding assets and preventing/detecting fraud and
irregularities.

iv. The annual accounts for FY 2024-25 have been prepared on a ''going concern'' basis.

v. The Directors have laid down internal financial controls, which are adequate and operating effectively.

vi. The Directors have devised systems to ensure compliance with all applicable laws, and such systems are
adequate and operating effectively.

Disclosure of Composition of Audit Committee

The Audit Committee comprises Mrs. Shubha Biyani, Mr. Nasir Shaikh, & Mr. Chetan Karia. The Committee
reviews the internal control systems, compliance with regulations, and financial statements before they are
presented to the Board.

Related Party Transactions

All Related Party Transactions (RPTs) during the financial year were conducted in accordance with the
Company''s Policy on Related Party Transactions, on an arm''s length basis, and in the ordinary course of
business. The Audit Committee granted omnibus approval for repetitive RPTs under Regulation 23(3) of the
SEBI Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014. A
quarterly statement of RPTs is presented to the Audit Committee. No material RPTs, as defined by the
Company''s Policy or Section 188 of the Companies Act, 2013, were entered into during the year, and no
disclosures are required in Form AOC-2. Refer to Note No. 27 of the Financial Statements for RPT disclosures
pursuant to IND AS-24.

Borrowings

During the year the Company has not borrowed any Money.

Risk Management Policy

The Company is not required to formulate a Risk Management Policy under the applicable regulations, given
its size and operations.

Internal Control System

The Company''s internal control procedures, including Internal Financial Controls, ensure compliance with
policies, practices, and statutes, keeping in view the Company''s growth trajectory.

Evaluation of Performance of the Board, Its Committees, and Individual Directors

The Board conducted an annual evaluation of its performance, its committees, and individual directors, as per
the Companies Act, 2013, and SEBI Listing Regulations. The evaluation was based on criteria such as board
composition, processes, dynamics, quality of deliberations, strategic discussions, committee participation, and
governance reviews.

Whistle Blower Policy/Vigil Mechanism

The Company has implemented a Whistle Blower Policy, named the Abhinav Whistle Blower Policy, to ensure
honesty, integrity, and ethical behavior. The policy, aligned with the Companies Act, 2013, and SEBI Listing
Regulations, provides safeguards against victimization and allows direct access to the Chairman of the Audit
Committee. It ensures confidentiality and protection for whistleblowers. The policy is available on the
Company''s website at https://www.abhinavcapital.com

Prevention of Insider Trading

The Company has adopted a Code of Conduct for the Prevention of Insider Trading to regulate trading by
Directors and designated employees. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits trading while in possession of unpublished price-sensitive information or during trading
window closure periods. The Company maintains a Structured Digital Database for tracking persons with
access to unpublished price-sensitive information. The Code is available at https: //www.abhinavcapital.com

Maintenance of Cost Records

The maintenance of cost records under Section 148(1) of the Companies Act, 2013, is not applicable to the
Company, and accordingly, such records are neither made nor maintained.

Internal Complaints Committee

The Company has constituted an Internal Complaints Committee (ICC) in compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure Under Sexual Harassment of Women at Workplace Act, 2013

The Company has a zero-tolerance policy for sexual harassment and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at the Workplace. No complaints were received during FY
2024-25.

Corporate Governance & Management Discussion and Analysis

The Company has complied with the corporate governance requirements under the SEBI Listing Regulations.
A detailed Corporate Governance Report is annexed as Annexure D. A certificate from the Statutory Auditors
confirming compliance with corporate governance conditions is also annexed.

The Management Discussion and Analysis Report is included as Annexure C.

Details of Significant Material Orders

No significant material orders were passed by regulators, courts, or tribunals that would impact the
Company''s going concern status or future operations.

Details of Fraud Reported by Auditors

No frauds were reported by the Statutory or Secretarial Auditors to the Audit Committee or Board under
Section 143(12) of the Companies Act, 2013, during the year.

Statutory Disclosures

i. The Annual Return in Form MGT-7, as per Section 134(3)(a) and Section 92(3), is available on the
Company''s website at https://www.abhinavcapital.com.

ii. Disclosures under Section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure E.

iii. A declaration pursuant to Schedule V of the SEBI Listing Regulations is included in Annexure F.

iv. A Compliance Certificate under Regulation 17(8) of the SEBI Listing Regulations is provided in
Annexure F.

Green Initiative

In support of the Green Initiative of the Ministry of Corporate Affairs and the Company''s commitment towards
environmental sustainability, Company encourages shareholders to receive communications such as the
Annual Report, AGM Notice and other documents in electronic form. We urge all shareholders to register their
e-mail addresses with their Depository Participants or Registrar and Share Transfer Agent to enable the
Company to serve documents electronically. This not only promotes paperless communication but also
contributes significantly to environmental conservation. Let us collectively contribute to a greener planet by
opting for digital communications.

Acknowledgment

The Board expresses its gratitude to the Company''s clients for their confidence, which has enabled the
Company to achieve new levels of customer satisfaction. The Board acknowledges the employees'' teamwork
and professionalism, which have enhanced the Company''s reputation. The Directors also thank the Company''s
lenders, bankers, government departments, SEBI, and stock exchange officials for their continuous support
and guidance

by order of the Board of Directors
for Abhinav Capital Services Limited

Sd/-

Chetan Rasik Karia
(DIN:00015113)

Chairman

Place: Mumbai
Date : 13/08/2025

---

Mar 31, 2024

The Board of Directors hereby submits their report of the business and operations of your Company (‘the Company'' or ‘Abhinav Capital Services Limited'') along with the Audited financial Statements, for the financial year ended March 31, 2024.

Financial Performance			(Rupees in Lakhs)
	Particulars	Current Year	Previous Year
		2023-24	2022-23
	Revenue from Operations	1,529.47	1,324.28
	Other Income	-	-
	Income from operations	1,529.47	1,324.28
	Less: Financial Expenses	333.45	48.48
	Less : Depreciation &Amortisation Expenses	-	-
	Less: Other Expenses	52.67	30.21
	Less : Employee Benefits Expenses	54.48	29.29
	Total Expenses	440.60	107.97
	Profit/(Loss) Before Tax & Exceptional Items	1,088.87	1,216.31
	Less : Current year Taxation	170.00	220.00
	Less : Deferred Tax Expense/(Income)	(6.49)	24.51
	Less : Tax Expenses of earlier years	(0.64)	3.56
	Profit After Tax	926.01	968.24
	Add: Other Comprehensive Income (OCI) Items that will not be reclassified to Profit and Loss Changes in Fair Value of fair value through OCI (FVOCI) equity instruments	989.61	564.40
	Components of actuarial gain/ losses on obligations: Due to change in financial assumptions	(0.38)	_
	Due to experience adjustments	(0.93)	-
	Tax Impact on above	(248.74)	(142.04)
	Other comprehensive Income	739.57	422.35
	Total Comprehensive Income for the year	1,665.58	1,390.59

Review of Operations

During the year under review, your company''s total revenue amounted to Rs. 1,529.47 Lakhs compared to Rs. 1,324.28 Lakhs in the previous year. Profit before tax was Rs. 1,088.87 Lakhs compared to Rs. 1,216.31 Lakhs for the previous year. Profit after tax stood at Rs. 926.01 Lakhs compared to Rs. 968.24 Lakhs in the previous year. Net profit of the Company decreased by Rs. 42.23 lakhs due to Financial cost of short term borrowing. Your Company being a Non-Banking Financial Company is required to raise funds for its business requirements. Your Company disbursed loan of Rs. 2,259 .42 lakhs compared to the previous year''s figure of Rs. 792.42 lakhs. Company''s investment increased from Rs.3,531.18 Lakhs to 4,844.05 lakhs. Your Company earned interest income of Rs. 473.94 lakhs compared to lastyear''s interest income of Rs. 244.27 Lakhs

SWOT analysis Strengths

Distinguished financial services provider, with local talent catering to local customers. Simplified and prompt loan request appraisals and disbursements. Product innovation and superior delivery. Innovative resource mobilization techniques and prudent fund management practices.

Weakness

Regulatory restrictions - continuously evolving government regulations may Impact operations. Uncertain economic and political environment

Opportunities

Demographic changes and under-penetration.

Large untapped markets.

Use of digital solutions for business/collections.

Threats

High cost of funds.

Rising Non-Performing Assets (NPAs).

Competition from other NBFCs and banks

Reserves

Your Company has transferred an amount of Rs. 185.20Lakhs to Reserve Fund under Section 45-IC of the RBI Act, 1934.

Dividend

To conserve capital for the growth of your directors do not recommend any dividend payment at the ensuing AGM to be held on 30^th September 2024.

Material changes and commitments, if any, affecting the Financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report

Share Capital

• The Authorized Share Capital of the Company is Rs.8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

• The Paid-up Share Capital of the Company is Rs.6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

a) Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any sweat equity during the year under review.

C) Bonus Shares

The Company has not issued any bonus shares during the year under review.

Listing Of Shares

The Company''s equity shares are listed on BSE Ltd. The Company confirmed that the annual listing fees have been paid to the Stock exchange for FY2023-24.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Capital Adequacy Ratio

Your Company''s Capital Adequacy Ratio as of 31^st March 2024, stood at 3.50% of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 10% and out of CRAR the tier I capital stood at 3.41% and tier II capital at 0.09%

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ritu MohattafDIN:088606761Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & she has offered herself for re-appointment

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the Listing Regulations , the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, the nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Non-Executive, Non-Independent Directors and the Chief Financial Officer.

Policies on appointment and remuneration of Directors

Policy for determining qualifications of directors and Policy for remuneration of Directors approved by the Nomination and Remuneration Committee of the Board of Directors. The salient features and changes to the policy on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Act form a part of the Corporate Governance Report The policy is available.

Board and Directors’ evaluation

Performance evaluation of the Board as a whole, individual directors and of the Board Committees, was carried out by Board of Directors, as suggested by the Nomination and Remuneration Committee.

The evaluation was done by the framework and criteria laid down by the Committee. Further, at a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors, the Board as a whole and of the Chairman of the Board.

The manner of evaluating Board of Directors performance and matters incidental thereto is detailed in the Corporate Governance Report, which forms part of this report The Board of Directors was satisfied with the evaluation process and expressed satisfaction over the performance of individual directors, the Board as a whole, and the Board Committees, as Revealed by the evaluation reports.

Compliance of RBI Regulations/ Guidelines/ Directors

Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India (‘‘RBI") and classified as NBFC - Middle Layer under RBI ‘Master Direction- Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directors, 2023.

The Company continues to comply with all the applicable regulations/ guidelines/ directions prescribed by RBI, from time to time. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet

Details of Board Meetings

During the year under review, Five Board meetings were held, details of which are provided in Corporate Governance Report

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report

Conservation Of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: NIL Particulars of Employees: -

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of Unclaimed Suspense Account

The Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility (CSR) Policy

Your Company has formulated a Corporate Social Responsibility Policy with the objective "give back to the society". In line with this approach your company has under taken social activities such as promoting education, hygiene, preventive health care, animal welfare, eradicating of hunger, poverty &malnutrition , making available safe drinking water, education to the poor, old age healthcare, environment sustainability, rural sports and helping other organization through donations and active participation of directors of the company.

Pursuant to the provisions of Section 135 and Schedule VII and related rules of the Companies Act, 2013, the Corporate Social Responsibility (CSR) committee of the Board of Directors has been formed consisting of the following members namely Mr. Chetan Karia, Mrs. Ritu Mohatta& Mr. Nasir Shaikh to recommend the policy on Corporate Social Responsibility and monitor its implementation.

Your Company initially decided to focus on education, health and animal welfare as key areas which required attention. The objective is to make an impact on the quality of life of the common people in its neighborhood. Corporate Social Responsibility Report has been included in this report as "Annexure A".

Auditors And Audit Reports Statutory Auditors

M/s S C Mehra & Associates LLP, Chartered Accountants (ICAI Registration No.: 106156W/ W100305) are the Statutory Auditors of the Company. Their appointment is up to the conclusion of AGM to be held in FY 2027 of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Audit

The internal Audit function provides an assurance to the Audit Committee/ Board of Directors and the senior management on the quality and effectiveness of the Company''s internal controls, risk management, and governance-related systems and processes.

At the beginning of each financial year, an audit plan is rolled out after the approval of the Audit Committee. The Audit Committee on a quarterly basis reviews the internal audit reports based on the approved plan, which include significant audit observations and action taken reports.

Your Company has appointed Internal Auditor to perform Internal Audit as per the scope approved by the Audit Committee of the Company.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the Listing Regulations, Board had appointed M/s.

D G Prajapati & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

Secretarial Audit Report is annexed to this report as "Annexure B”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report The Secretarial Audit Report is selfexplanatory and does not call for any further comments.

Annual Secretarial Compliance Report

M/s. D G Prajapati & Associates, Practicing Company Secretaries, have issued Secretarial Compliance Report for the year ended31^stMarch 2024 confirming compliance of SEB1 Regulations /guidelines / circulars issued thereunder and applicable to the Company. There are no observations or adverse remarks in their report

Secretarial Standards

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India & that such system are adequate & operating efficiently.

Extract of Annual Return as per Section 92 (3) of Companies Act 2013

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at https://www.abhinavcapital.com.

Reports on Management Discussion Analysis

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis report are annexed to this Report as Annexure- C.

Director’s Comments on Auditor’s Report

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect of Director''s responsibility statement, it is hereby confirmed that:

i) in the preparation of the account for the financial year ended 31^stMarch 2024; the applicable accounting standards had been followed along with proper explanation relating to material departure.

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

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the accounts for the financial year ended 31st March 2024 on a ''going concern'' basis.

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Disclosure of Composition of Audit Committee

The Audit Committee Member consists of Mr. Girish Desai, Mr. Chetan Karia & Ms. Gayatri Sonavane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

Related Party Transactions

All the Related Party transactions ("RPTs") entered into during the financial year were in accordance with the Company''s Policy on Related Party Transactions, on an arm''s length basis and in the ordinary course of business.

Pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers)Rules, 2014, the Audit Committee granted omnibus approval to the transactions likely to be entered into by the Company with related parties during the year and are of repetitive nature. A statement of all the RPTs effected is presented before the Audit Committee on a quarterly basis. Members may refer to Note No. 26 to the Financial Statement which sets out related party disclosures pursuant to 1ND AS-24.

During the year, the Company had not entered into any transactions with related parties, which could be considered as material in accordance with the Company''s Policy on materiality of RPT or which are 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.

Borrowings

The Company has borrowed Rs. 37,50,00,000/- during the FY 2023-24.

Fixed Deposits

The Company has not accepted any fixed deposit during the year under review.

The Company has complied with the applicable provisions of secretarial standards issued by The Institute of Company Secretaries of India.

Risk Management Policy

The Company does not fall under the criteria of applicability of Risk Management Policy.

Particulars of Loans, Guarantees or Investments

Pursuant to section 186(11) of the Companies Act, 2013 (''the Act''), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report

Further, under the provisions of section 186 (4) of the Act the details of investments made by the Company are given in the Notes to the Financial Statements.

Internal Control System

The Company''s Internal Control procedure which includes Internal Financial Controls ensures compliance with various policies, practices & Statutes &keeps in view the Company''s pace of growth.

Evaluation of Performance of the Board, Its Committees, and Individual Directors

The Board of Directors has carried out an annual evaluation of its performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as Abhinav Whistle Blower Policy in addition to the existing code of conduct that governs the actions of its employees.

The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices.

Prevention oflnsiderTrading

The Company has adopted Code of Conduct for the Prevention of Insider Trading with a view to regulate trading in Securities by the Directors and Designated employees of the Company. The Company has also taken software containing Structural Digital Database for maintaining names of persons with whom unpublished price sensitive information is shared.

The code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for the implementation of the Code. The Code is available on the website of the Company at https://www.abhinavcapital.com.

Maintenance of Cost records

The maintenance of Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not made and maintained by the Company.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and Redressed Act, 2013.

Disclosure Under Sexual Harassment of Woman At Workplace (Prevention, Prohibition & Redressed) Act 2013

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressed on works place in line with the act The Company has not received any complaints of sexual harassment during FY 2023-24.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A detailed report on Corporate Governance has-been included in this report as "Annexure D”.

The Company has also obtained a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance.

Further, Management Discussion and Analysis report is also annexed to this report

Details of Significant Material Orders passed by the Regulators/ Courts/ Tribunal impacting the Going Concern Status and Company’s Operation in Future

There are no Significant Material Orders passed by the Regulators/ Courts/ Tribunal which would impact the going concern status of the company and its future operations.

Details of Fraud Reported by Auditors

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/ Board, under section 143(12) of the Act.

Statutory Disclosures

i. Pursuant to the provisions of Section 134(3)(a) and Section 92(3), the Annual Return of the Company in the prescribed Form MGT-7 is available on the website of the Company.

ii. Disclosures in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ''Annexure E’.

iii. Declaration pursuant to Schedule V of the Listing Regulations has been provided in "Annexure F”

iv. Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is also provided in "Annexure F"

Acknowledgment

Your directors thank the clients for their confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image. Your directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

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Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Abhinav Capital Services Limited'') along with the Audited financial Statements, for the financial year ended March 31, 2023.

Financial Performance (Amount in Lakhs)

Particulars	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	1,324.28	672.01
Other Income	-	-
Income from operations	1,324.28	672.01
Less : Financial Expenses	48.48	22.84
Less : Depreciation & Amortisation Expenses	-	0.25
Less : Other Expenses	30.21	30.89
Less : Employee Benefits Expenses	29.29	30.08
Profit/(Loss) Before Tax & Exceptional Items	1,216.31	587.95
Less : Current year Taxation	220.00	119.00
Less : Deferred Tax Expense/(Income)	24.51	(0.51)
Less : Tax Expenses of earlier years	3.56	-
Profit After Tax	968.24	469.46
Add : Other Comprehensive Income (OCI ) Items that will not be reclassified to Profit and Loss Changes in Fair Value of fair value through OCI (FVOCI) equity	564.40	1,334.13
instruments Tax Impact on above Other comprehensive Income Total Comprehensive Income for the year	(142.05) 422.35 1,390.59	(335.77) 998.36 1,467.81

Outlook

Financial Year 2023 is another momentous year for your company as it delivered its best operating and financial performance. Your company continued to perform excellently during FY 2023.

• Your company''s books have gained a total income of Rs. 1,324.28 Lakhs in the current FY 2023as compared to Rs 672.01Lakhs in the previous FY 2022, which is a rise of 97% in the total income of the company.

• The profits have been lifted by 106% by being mounting upto Rs. 968.24 Lakhs in the current FY 2023 as compared to Rs.469.46 Lakhs in FY 2022.

• The higher income and corresponding increase in the net profit is attributable to Change in Profit on Sale of Investments in Shares / MFs/ Derivative from 420.25 lakhs to 1,054.97 lakhs in the current review year.

The company gained a massive profit from sale of investments, shares and Mutual Funds, this year. The year was full of opportunities. Your Directors express their heartfelt gratitude to all investors for being there with your Company in its growth journey.

SWOT analysis Strengths

Distinguished financial services provider, with local talent catering to local customers. Simplified and prompt loan request appraisals and disbursements. Product innovation and superior delivery. Innovative resource mobilization techniques and prudent fund management practices.

Weakness

Regulatory restrictions - continuously evolving government regulations may Impact operations. Uncertain economic and political environment.

Opportunities

Demographic changes and under penetration.

Large untapped markets.

Use of digital solutions for business/collections.

Threats

High cost of funds.

Rising Non-Performing Assets (NPAs).

Competition from other NBFCs and banks

Reserves

Your Company has transferred an amount of Rs. 193.65 Lakhs to Reserve Fund under Section 45-IC of the RBI Act, 1934.

Dividend

To conserve capital for growth of the Company and to deal with the uncertain economic environment due to the pandemic, your directors do not recommend any dividend payment at the ensuing AGM to be held on 29^th September 2023.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Share Capital

• The Authorized Share Capital of the Company is Rs. 8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

• The Paid-up Share Capital of the Company is Rs. 6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

a) Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any sweat equity during the year under review.

C) Bonus Shares

The Company has not issued any bonus shares during the year under review.

Listing Of Shares

The Company''s equity shares are listed on the BSE Ltd., The Company confirmed that the annual listing fees has been paid to the Stock exchange for F.Y. 2022-23.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chetan Karia (DIN:00015113)Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the Listing Regulations , the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, the nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Non-Executive, Non-Independent Directors and the Chief Financial Officer.

Policies on appointment and remuneration of Directors

Policy for determining qualifications of directors and Policy for remuneration of Directors approved by the Nomination and Remuneration Committee of the Board of Directors, are available at Company''s website.

Board and Directors'' evaluation

Performance evaluation of the Board as whole, individual directors and of the Board Committees, was carried out by Board of Directors, as suggested by the Nomination and Remuneration Committee.

The evaluation was done in accordance with the framework and criteria laid down by the Committee. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

Manner of evaluation of Board of Directors performance and matters incidental thereto, are detailed in the Corporate Governance Report, which forms part of this report. Board of Directors were satisfied with the evaluation process and expressed satisfaction over performance of individual directors, Board as a whole and of the Board Committees, as Revealed by the evaluation reports.

Details of Board Meetings

During the year under review, Four Board meetings were held, details of which are provided in Corporate Governance Report.

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation Of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: NIL Particulars of Employees: -

During the year under report, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of Unclaimed Suspense Account

The Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility (CSR) Policy

Your Company has formulated a Corporate Social Responsibility Policy with the objective “give back to the society”. In line with this approach your company has under taken social activities such as promoting education, hygiene, preventive health care, animal welfare, eradicating of hunger, poverty & malnutrition , making available safe drinking water, education to the poor, old age healthcare, environment sustainability, rural sports and helping other organization through donations and active participation of directors of the company.

Pursuant to the provisions of Section 135 and Schedule VII and related rules of the Companies Act, 2013, the Corporate Social Responsibility (CSR) committee of the Board of Directors has been formed consisting of the following members namely Mr. Chetan Karia, Mrs. Ritu Mohatta & Mr. Nasir Shaikh to recommend the policy on Corporate Social Responsibility and monitor its implementation.

Your Company initially decided to focus on education, health and animal welfare as key areas which required attention. The objective is to make an impact on the quality of life of the common people in its neighborhood. Corporate Social Responsibility Report has been included in this report as “Annexure A”.

Auditors And Audit Reports Statutory Auditors

The Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March 2023 is unmodified i.e. it does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report is enclosed with the financial statements forming part of the Annual Report.

M/s S C Mehra & Associates LLP, Chartered Accountants (ICAI Registration No.: 106156W/ W100305) are the Statutory Auditors of the Company. Their tenure expires at the conclusion of AGM 2027 of the Company.

M/s S C Mehra & Associates LLP have confirmed their independent status and eligibility for the said appointment. The Company has received confirmation from them to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and that the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors) Rules,2014. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Board is of the opinion that continuation of M/s S C Mehra & Associates LLP, as Statutory Auditors will be in the best interests of the Company and recommends to the members to consider their re-appointment as Statutory Auditors of the Company, for another term of five years, from the conclusion of the ensuing AGM, till the AGM to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof the Listing Regulations, Board had appointed M/s.

D G Prajapati & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

Secretarial Audit Report is annexed to this report as “Annexure B”. There are no qualifications or reservations or adverse remarks in the Secretarial Audit Report. The Secretarial Audit Report is selfexplanatory and does not call for any further comments.

Annual Secretarial Compliance Report

M/s. D G Prajapati & Associates, Practicing Company Secretaries, have issued Secretarial Compliance Report for the year ended31^st March 2023 confirming compliance of SEBI Regulations /guidelines / circulars issued thereunder and applicable to the Company. There are no observations or adverse remarks in their report.

Extract of Annual Return as per Section 92 (3) of Companies Act 2013

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at https://www.abhinavcapital.com.

Reports on Management Discussion Analysis

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis report are annexed to this Report as Annexure - C.

Director''s Comments on Auditor''s Report

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non-Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors'' Responsibility Statement

Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect of Director''s responsibility statement, it is hereby confirmed that:

i) in the preparation of the account for the financial year ended 31^st March 2023; the applicable accounting standards had been followed along with proper explanation relating to material departure.

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

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the accounts for the financial year ended 31^st March 2023 on a ''going concern'' basis.

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Disclosure of Composition of Audit Committee

The Audit Committee Member consists of Mr. Girish Desai, Mr. Chetan Karia & Ms. Gayatri Sonavane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

Related Party Transactions

All the Related Party transactions (“RPTs”) entered into during the financial year were in accordance with the Company''s Policy on Related Party Transactions, on an arm''s length basis and in the ordinary course of business.

Pursuant to Regulation 23(3) of the Listing Regulations and Rule 6A of the Companies (Meetings of Board and its Powers)Rules, 2014, the Audit Committee granted omnibus approval to the transactions likely to be entered into by the Company with related parties during the year and are of repetitive nature. A statement of all the RPTs effected is presented before the Audit Committee on a quarterly basis. Members may refer to Note No. 25 to the Financial Statement which sets out related party disclosures pursuant to IND AS-24.

During the year, the Company had not entered into any transactions with related parties, which could be considered as material in accordance with the Company''s Policy on materiality of RPT or which are 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.

Borrowings

The Company has not borrowed any fund during the FY 2022-23.

Fixed Deposits

The Company has not accepted any fixed deposit during the year under review.

The Company has complied with the applicable provisions of secretarial standards issued by The Institute of Company Secretaries of India.

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

Particulars of Loans, Guarantees or Investments

Pursuant to section 186(11) of the Companies Act, 2013 (''the Act''), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

Internal Control System

The Company''s Internal Control procedure which includes Internal Financial Controls ensures that compliance with various policies, practices & Statutes & keeping in view the Company''s pace of growth.

Evaluation of Performance of the Board, Its Committees and Individual Directors

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

Whistle Blower Policy/ Vigil Mechanism

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as Abhinav Whistle Blower Policy'' in addition to the existing code of conduct that governs the actions of its employees.

The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices.

Maintenance of Cost records

The maintenance of Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not made and maintained by the Company.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and Redressal Act, 2013.

Disclosure Under Sexual Harassment of Woman At Workplace (Prevention, Prohibition & Redressal) Act 2013

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressal on works place in line with the act. The Company has not received any complaints of sexual harassment during FY 2022-23.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report as “Annexure D”.

The Company has also obtained a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance.

Further, Management Discussion and Analysis report is also annexed to this report.

Statutory Disclosures

i. Pursuant to the provisions of Section 134(3)(a) and Section 92(3), the Annual Return of the Company in the prescribed Form MGT-7 is available on the website of the Company.

ii. Disclosures in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ''Annexure E''.

iii. Declaration pursuant to Schedule V of the Listing Regulations has been provided in “Annexure F"

iv. Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is also provided in “Annexure F".

Acknowledgement

Your directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image. Your directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

Abhinav Capital Services Limited

Sd/-

Chetan Karia (DIN:00015113)

Chairman

Place: Mumbai Date: 14/08/2023

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Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Abhinav Capital Services Limited'') along with the Audited financial Statements, for the financial year ended March 31, 2018.

Financial Performance

Particulars	Current Year 2017-18 (Rs.)	Previous Year 2016-2017 (Rs.)
Revenue from Operations	3,00,68,506	2,37,11,085
Other Income	2,11,15,437	2,03,36,901
Income from operations	5,11,83,943	4,40,47,986
Less : Interest Expenses	49,11,424	13,50,295
Less : Depreciation & Amortisation Expenses	1,57,418	2,28,905
Less : Other Expenses	20,85,994	12,48,701
Less : Employee Benefits Expenses	7,15,568	7,51,600
Profit/(Loss) Before Tax & Exceptional Items	4,33,13,539	4,04,68,485
Less : Current year Taxation	90,00,000	84,00,000
Less : Short Provisions for Prior Years	(2,07,720)	-
Less : Deferred Tax	27,400	16,859
Less : Tax Expenses of Discontinuing Operations	-	-
Profit After Tax	3,44,93,859	3,20,51,626
Less: Appropriation
Transfer to General Reserve	-	-
Proposed Dividend	-	-
Tax on Dividend	-	-
Surplus carried to Balance Sheet	3,44,93,859	3,20,51,626
TOTAL	3,44,93,859	3,20,51,626

Your company posted total income and net profit of Rs. 5,11,83,943/- and Rs. 3,44,93,859/- respectively, for the financial year ended March 31, 2018 as against Rs. 4,40,47,986/- and Rs. 3,20,51,626/- respectively. The Company has earned sizable interest income inspite of non-Conductive economic condition, your Company has managed excellent growth during the year

Industry structure and Developments

The Non Banking Financial Company (NBFC) sector saw a largely stable outlook for major NBFCs. From the perspective of larger financial system, Scheduled Commercial Banks continued to be the dominant players accounting for nearly 47% of the bilateral exposure followed by Asset Management Companies managing Mutual Funds (AMC-MFs), Non Banking Financial Companies, Insurance companies, Housing finance Companies (HFCs), and All-India Financial Institutions (AIFIs).

Opportunities

NBFCs niche in certain asset classes would continue to enable them to expand their market share. Their ability to customise products, price the risk and manage credit costs, especially related to small-ticket loans, viz. light commercial vehicle (CV), used CV, small-ticketing housing loans, small-ticket LAP and micro finance, would continue to support their growth. Even in the large ticket mid corporate segment, wholesale and diversified NBFCs would continue to gain share as they possess the ability to price the risk and loan structuring flexibility. The large NBFCs are expected to grow 18% yoy over FY 2018-19.

Considering the transition to the 90 days past due (dpd) Non-performing asset (NPA) recognition will be complete by FY 2018, NBFCs could further recaliberate their provisioning policy to cushion the impact on credit cost. Government''s increased focus on rural economy in te budget for 2018-19 could be a boost for NBFCs that have a significant portion of their assets in rural areas.

Threats

Growth of the company''s asset book, quality of assets and ability to raise funds depend significantly on the economy. Unfavourable events in the Indian economy can effect consumer sentiment and in turn impact consumer decisions to purchase financial products. Competition from a broad range of financial service providers, unstable political environment and change in government policies/ regulatory framework could impact the Company''s operations.

Outlook

The market will continue to grow and mature leading to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to customers. The Company is cautiously optimistic in its outlook for the year 2018-19.

Reserves

The Company does not recommend transferring any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Share Capital

- The Authorized Share Capital of the Company is Rs. 8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

- The Paid-up Share Capital of the Company is Rs. 6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any sweat equity during the year under review

c) Bonus Shares

The Company has not issued any bonus shares during the year under review

Listing of Shares

The Company''s equity shares are listed on the BSE Ltd., Ahmadabad Stock Exchange. The Company confirmed that the annual listing fee to both the stock exchanges for F.Y. 2018-19 has been paid.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Chetan Karia, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment. There are no any changes in Board of directors.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the Listing Regulations , the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

Material Changes

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

DETAILS OF BOARD MEETINGS

During the year under review, Four Board meetings were held, details of which are summarized below:

Sr. No.	Date of the Meeting	No. of Directors attended the meeting
1	29th May 2017	4
2	11th August 2017	4
3	08th November 2017	4
4	13th February 2018	4

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation Of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: NIL Particulars of Employees

There are no employees to whom remuneration in excess of Rs. 1.2 Crore per annum or Rs. 8.5 lakh per month has been paid.

Details of Unclaimed Suspense Account

Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditors and their Report

Under section 139 of the Companies Act, 2013 and the rules made thereunder it is mandatory to rotate the statutory Auditors on completion of the maximum term permitted under the said Act. The Audit Committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No. 106156W as the statutory Auditor of the company. M/s. S C Mehra & Associates will hold office for a period of five consecutive years from the conclusion of this Annual General Meeting of the company till the conclusion of the Annual General Meeting to be held in the year 2022 on a remuneration that may be determined by the Audit Committee in consultation with the auditors.

Extract of Annual Return as per Section 92 (3) of Companies Act 2013

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure- I.

Secretarial Audit Report

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March 2018 given by DG Prajapati & Associates, Practicing Company Secretary is annexed to this Report. The Secretarial Audit Report for the year under review is self-explanatory and annexed with this report as Annexure- II

Reports on Management Discussion Analysis

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis report is annexed as Annexure- III to this Report

Reports on Corporate Governance

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Corporate governance report is annexed as Annexure- IV to this Report

DIRECTORS'' COMMENTS ON AUDITORS'' REPORT

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI GUIDELINES

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect of Director''s responsibility statement, it is hereby confirmed that:

I) in the preparation of the account for the financial year ended 31st March, 2018; the applicable accounting standards had been followed along with proper explanation relating to material departure.

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

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the accounts for the financial year ended 31st March, 2018 on a ''going concern'' basis.

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of Mr. Girish Desai, Mr. Chetan Karia & Mrs. Gayatri Sonawane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

RELATED PARTY TRANSACTIONS

The Company is not having any related party transaction during the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year under review.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The CSR Policy is not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 (''the Act''), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

INTERNAL CONTROL SYSTEM

The Company''s Internal Control procedure which includes Internal Financial Controls ensures that compliance with various policies, practices & Statutes & keeping in view the Company''s pace of growth.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as Abhinav Whistle Blower Policy'' in addition to the existing code of conduct that governs the actions of its employees.

The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices

Maintenance of Cost records

The maintenance of Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and Redressal Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (Prevention, Prohibition & Redressal) Act 2013

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressal on works place in line with the act. The Company has not received any complaints of sexual harassment during FY 2017-18.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS STATEMENT

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

ACKNOWLEDGMENT

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

For Abhinav Capital Services Limited

Sd/-

Place: Mumbai Chetan Karia

Date: August 08, 2018 Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2015.

FINANCIAL PERFORMANCE

The financial highlights of the Company for the year ended March 31,2015 are presented below:-

For the year For the year ended ended Particulars 31.03.2015 31.03.2014

Income from Operation 2,21,92,362 1,24,12,634

Interest and other income 12,30,430 (42,79,517)

Gross Income 2,34,22,792 81,33,117

Operating Expenses (excluding 15,83,218 36,14,231 depreciation)

Profit before Depreciation, 2,18,39,574 45,18,886 Provisions and Tax

Depreciation 5,16,286 3,22,941

Provision for Tax 73,80,649 36,53,264

Other Provisions --- ----

Net Profit for the period 1,39,42,639 5,42,681

Appropriations:

Transfer to General Reserve

Proposed Dividend

Tax on Dividend --- ---

Surplus carried to Balance Sheet 1,39,42,639 5,42,681

TOTAL 1,39,42,639 5,42,681

Financial Results: -

From the perusal of the accounts for the year ended 31st March 2015, you will observe that the Company has earned a Net profit of Rs. 1,39,42,639/- during the year Compare to Rs.5,42,681/- last year . The Directors are hopeful that the Company will do better during the current year.

Reserves

The Company do not recommend to transfer any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Extract Of Annual Return:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in prescribed form MGT-9 is enclosed as Annexure "A" to this report.

Directors & Key Managerial Personnel

Mr. Girish Desai, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Ms. Gayatri Sonawane having DIN 07251680, was appointed as an Additional Independent Director of the Company, to hold office upto the Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 read with article 149 of the Articles of Association of the Company.It is proposed to appoint Ms. Gayatri as an Independent Director of the Company for a term of upto five years in terms of section 149, 152 & other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration By Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme For The Independent Directors

In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarisation Programme for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting Of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Managing Director, the Non-Executive Non- Independent Directors and the Chief Financial Officer

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report Details of Board Meetings

During the year under review, four Board meetings were held, details of which are summarized below:

Sr. No. Date of the meeting No. of Directors attended the meeting

1 30th May 2014 3

2 10th July 2014 3

3 06th August 2014 3

4 07th November 2014 3

5 11th February 2015 3

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings And Outgo: NIL Particulars of Employees: -

There are no employees to whom remuneration in excess of Rs.60 lacs per annum or Rs.5 lacs per month has been paid.

Statutory Auditors and Their Report

The Auditors, M/s. B Y & Associates, Cha rtered Accountants, Mumbai the retiring Auditors be re-appointed as Statutory Auditors of the Company from conclusion of this AGM to the conclusion of next AGM, Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

Directors' Comments on Auditors' Report

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of companies Act, 2013, with respect of Director's responsibility statement, it is hereby confirmed;

That in the preparation of the account for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departure. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

Disclosure Of Composition Of Audit Committee And Providing Vigil Mechanism

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company

Extract Of Annual Return

An extract of Annual Return for the financial year ended March 31, 2015, is annexed as Annexure-I (in form MGT-9) to this report.

Related Party Transactions

The details of transactions entered into with the Related Parties referred to in sub-section (1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to this report.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

Corporate Social Responsibilty Initiatives The CSR Policy is not applicable to your Company.

Particulars Of Loans, Guarantees Or Investments

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D.G. Prajapati & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".The Audit Report and the Secretarial

Audit Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks by the Auditors.

Share Capital of The Company

At present Paid up Share Capital of the Company is Rs. 6,92,46,000/- (69,24,600 Equity Shares of Rs. 10/- each). There is no change in share capital during the year under review.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any sweat equity during the year under review

c) BONUS SHARES

The Company has not issued any sweat equity during the year under review

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as rescribed under clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism named as ABHINAV Whistle Blower Policy' in addition to the existing code of conduct that governs the actions of its employees. This

Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Sd/- Place: Mumbai Chetan Karia Date: 30th May 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2014.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2014 is summarized below:

(Rupees in Lakhs)

Current Year Previous Year

Gross Total Income 81.33 48.47

Total Expenditure 39.37 69.89

Profit (loss) before Taxation

41.95 (21.41)

Less: loss on sale of Investments -- --

Profit before Taxation 41.95 (21.41)

Provision for Taxation/Deferred Taxation (36.53) (4.86)

Fringe benefit Tax -- --

Profit After Taxation 5.42 (26.27)

Performance of the Company

During the year under review, the Company has earned net profit before tax of Rs.41.95 lakhs and net profit after tax of Rs.5.42 lakhs in comparison to last year''s loss of Rs 26.27 lakhs. The company has earned Interest Income of Rs.124 lakhs compared to last year''s 77.67 lakhs. Company has already invested in good scripts last year. Your Directors expects improvement in performance of company in current financial year.

Future Prospects

India is finally moving towards a progressive, capitalist model with a focus on growth and governance.

This progressive environment will be based on a policy-drive approach conducive to sustainable growth, coupled with modifications in tax and labour laws. We believe that with the environment turning positive and supply-side bottlenecks being removed, industrialists will increase their manufacturing and infrastructure investments leading to job creation.

India''s macro economy had begun to improve even before the elections, marked by a significant improvement in the current account deficit, currency stability and controlled inflation. It is our perspective that if retail inflation begins to ease, then interest rates will moderate, creating just the right ingredients for a sustained stock market recovery. We are also optimistic that economic growth will translate into increased corporate earnings; when coupled with declining interest rates, could represent a sweet spot for Indian equities.

The company is making investment in good scrips and also started giving ICD''s and short term loan to select clients.

Directors: Mr Kamlesh Kotak Director is retiring by rotation at the ensuing Annual General Meeting of the Companyand is eligible for re-appointment & he has offered himself for re-appointment.

Dividend: The Directors do not recommend the payment of dividend for the year under review.

Public Deposits:

During the year under review, the Company has not accepted any public deposits.

Particulars regarding Foreign Exchange Earning and outgo. Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. BY& Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 177 of the Companies Act, 2013. The Audit Committee has met regularly and forwarded its reports. There are no adverse remarks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 13 of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

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

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis. Corporate Governance & Management Discussion & Analysis Statement.

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report. Acknowledgment.

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Place: Mumbai Chetan Karia Date: 30th May, 2014 Chairman (DIN No.: 00015113)

---

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2013.

Financial Highlights:

The financial performance of the Company for the year ended 31 st March 2013 is summarized below:

(Rupees in Lakhs) Current Year Previous Year

Gross Total Income 48.47 84.16

Total Expenditure 69.89 23.48

Profit: (Loss) before taxation (21.41) 60.67

Loss: (Loss) on sale of Investments

Profit before taxation (21.41) 60.67

Provision for Taxation/ Deferred Taxation (4.86) 10.61

Fringe benefit Tax

Profit After Taxation (26.27) 50.06 Performance of the Company

During the year under review, the Company has incurred loss of Rs.26.27 lakhs in compared to last year profit of Rs 50.06 lakhs. The Company has suffered a loss mainly due to the loss of Rs. 40.40 Lakhs on sale of investments compared to last year profit of Rs.43.23 Lakhs on sale of investments. The Company has also made provision of Rs. 50.56 Lakhs towards Diminition of Investments. This year Company has started making investment in good scrips and Companies. Your Directors expects good turnaround in current financial year.

Future Prospects

The Indian Economy is currently in midst of slowdown & GDP did not recover as expected. Further, Key Economic indicators such as Fiscal & Current Deficit are stressed. However, with the interest rate cycle turning & the Government making an effort to revive stalled projects, some recovery is likely in 2013-14. The outlook for Industrial activity remains subdued because of lack of new investment & existing projects remaining stalled by bottlenecks & implementation gaps. Growth in service & export may remain sluggish too, given that Global growth is unlikely to improve significantly from 2012. The Reserve Bank of India baseline projection of GDP growth for 2012-13 is 5.7%. The Financial Performance of the Company during the current year is expected to show improvement over last year, with a possible pick up likely only in the second half of the year

Directors

Mr Chetan Karia Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58Aofthe Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption

Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. B Y & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 13 of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows;

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

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamworkand professional approach forthe Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

For Abhinav Capital Services Limited

SD/-

Place: Mumbai Chetan Karia

Date: 27th May 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31, 2012.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2012 is summarized below:

(Rupees in Lakhs) Current Year Previous Year

Gross Total Income 84.16 333.58

Total Expenditure 23.48 38.33

Profit : (Loss) before taxation 60.67 295.25

Loss: (Loss) on sale of Investments - -

Profit before taxation 60.67 295.25

Provision for Taxation/Deferred Taxation 10.61 56.73

Fringe benefit Tax -- --

Profit After Taxation 50.06 238.52

Performance of the Company

During the year under review, the Company has earned profit of Rs.50.06 lakhs in compared to last year profit of Rs 238.52 lakhs. Last year Company has liquidated certain long term Investment and gained good returns. This year Company has started making investment in good scripts and Companies. Your Directors expects good turnaround in current financial year.

Future Prospects

Faced with global uncertainty, cyclical and structural factors, India's growth slowed down to less than 7 per cent for the Financial Year 2011-12. While the services continued to grow at a rapid pace (8.7 per cent growth), there was a sharp slowdown in industrial growth to 2.8 per cent. During the year, inflation continued to be a key concern for the Reserve Bank of India (RBI).. The slowdown in growth coupled with high interest rates has led to a decline in Investment rates. It is expected that the scenario of tight liquidity and high interest rates will continue in the Financial Year 2012-13.

Directors

Mr Girish Desai Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. B Y & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

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

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

SD/-

Place: Mumbai Chetan Karia

Date: 23rd May 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rupees in Lakhs)

Current Previous Year Year

Gross Total Income 333.58 17.10

Total Expenditure 38.33 51.66

Profit : (Loss) before taxation 295.25 (34.56)

Loss: (Loss) on sale of Investments - (25.51)

Profit before taxation 295.25 (60.07)

Provision for Taxation/Deferred Taxation 56.73 (00.33)

Fringe benefit Tax Profit After Taxation 238.52 (59.74)

Performance of the Company

During the year under review, the Company has earned profit of Rs.238.52 lakhs in compared to last year loss of Rs. 59.74 lakhs.The Company has earned excellent return on total investment of the Company. Your Company is very selective in making investment in various segments. The Company has started making investment in good scripts and Company is reconstructing its entire business activities. Your Directors expects good turnaround in current financial year

Future Prospects

India continued to maintain its high growth trajectory - advanced GDP estimates suggest a growth of 8.5% in FY 11 compared to 8.0% in FY 10. The sustained economic growth has led to positive sentiments in various industries It is hoped that the market will improve further which shall enable the company to tap the opportunities, for the growth of the company and its investors.

Directors

Mr Kamlesh Kotak Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. BRV & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

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

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Chetan Karla Chairman

Place Mumbai Date 31st May 2011