DIRECTORS' REPORT

The Board of Directors of Abans Financial Services Limited (“the Company” or “AFSL”) is pleased to present the 17^th (Seventeenth) Board’s Report along with the Audited Financial Statements (Standalone & Consolidated) of the Company, for the financial year ended March 31,2026 (“financial year under review”).

FINANCIAL SUMMARY AND HIGHLIGHTS

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the “Act”) and rules thereunder including Indian Accounting Standards (the “Ind AS”) as specified in Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof.

The Company’s financial performance on Standalone and Consolidated basis for financial year ended March 31, 2026 as compared to the previous financial year ended March 31,2025, is summarised below:

(Rs. in Lakhs)

Key Ratios - Consolidated

Return on Equity- 8.36% (FY 2025-26) and 9.97% (FY 2024-25) Debt/ Equity Ratio- 0.55 (FY 2025-26) and 0.72 (FY 2024-25) FINANCIAL PERFORMANCE OF THE COMPANY Review of Standalone Results

During the year under review, the Company, in its capacity as the Group’s holding entity, continued to earn income through management/performance fees. The standalone total income for the year stood at Rs.1,391.27 Lakhs, as against Rs.3,075.65 Lakhs in the previous financial year, the prior year had a one time impact of performance fees.

The Company recorded a Profit Before Tax of Rs. 481.79 Lakhs (FY25: Rs. 2,006.57 Lakhs) and a Profit After Tax of Rs. 463.90 Lakhs (FY25: Rs.1,497.10 Lakhs), continuing its track record of standalone profitability. Employee benefits expense for the year was Rs.689.57 Lakhs (FY25: Rs.862.07 Lakhs), reflecting a lower ESOP-related charge as the pace of option vesting eased relative to the prior year. The Company’s standalone results will inherently reflect year-on-year variability in fee due to the same being linked to performance of the fund it manages.

Review of Consolidated Results

On a consolidated basis, the Group recorded total income of Rs.23,87,915.71 Lakhs, as against Rs.3,28,314.31 Lakhs in the previous financial year. This scale-up was driven principally by the Principal Investment & Treasury vertical, where expanded commodity strategy and multi-currency derivative trading volumes substantially increased throughput revenue. As this is a high-volume, exchange-settled business in which gross revenue and the corresponding cost of materials consumed move largely in tandem, the growth in Total Income should be read alongside the segment-wise profitability analysis for a complete picture.

The consolidated Profit Before Tax was Rs.12,069.50 Lakhs and Profit After Tax was Rs.10,515.86 Lakhs, broadly stable against Rs.13,235.10 Lakhs and Rs.10,851.06 Lakhs respectively in the previous financial year. The finance costs reduced by 29.2% to Rs.4,136.09 Lakhs (FY25: Rs.5,842.34 Lakhs), consistent with the Group’s deliberate deleveraging of non-current borrowings during the year. All expenses stayed in line with the budgeted numbers.

The Management remains focused on scaling the Group’s fee-based, capital-light income streams and strengthening risk-adjusted margins within the treasury vertical, and is confident of translating the Group’s expanded operating scale into sustained consolidated profitability in the years ahead.

ACCOUNTING METHOD

The financial statements of the Company for financial year ended March 31, 2026, (Standalone and Consolidated), have been prepared in accordance with the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the act, including accounting principles generally accepted in India, Indian Accounting Standards (Ind AS) specified under Section 129 and 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III of the Act.

In accordance with the provisions of the Act, applicable Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Audited Financial Statements (Standalone and Consolidated) of our Company for the financial year ended March 31,2026, together with the Independent Auditors’ Report forms part of this Annual Report. The Audited Financial Statements (Standalone and Consolidated) of our Company as stated above and the Financial Statements of our subsidiary, whose financials are consolidated with that of the Company, are available on our Company’s website at https://abansfinserv.com/financial-statements and www.abansfinserv.com/Financial Statement of Subsidiaries

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

In accordance with the SEBI LODR Regulations, the information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report and forms part of this Report.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to any Reserve for the financial year ended March 31,2026.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year under review for future growth prospects and expansion. In terms of the provisions of Regulation 43A of the SEBI LODR Regulations, the Company has formulated and adopted a Dividend Distribution Policy. The Policy is available on the Company’s website at www.abansfinserv. com/Dividend Distribution Policy.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the meaning of Section 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time) during the financial year under review.

Further, there were no outstanding deposits at the end of financial year 2025-26.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 is Rs.12,00,00,000/- (Rupees Twelve Crores Only) divided into 6,00,00,000 (Six Crores) Equity shares of Rs.2/-(Rupees Two Only) each.

During the financial year under review, the Paid-up Equity Share Capital of the Company increased in the following manner:

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

ESOP Allotment

The Company has two Employee Stock Option Schemes, namely Abans Financial Services Limited Employee Stock Option Plan 2023 (“ESOP 2023”) and Abans Financial Services Limited Employee Stock Option Plan 2024 (“ESOP 2024”). During the year under review, options under ESOP 2023 vested in two tranches - 4,99,367 options on August 11,2025 and 16,900 options on November 11,2025. Options under ESOP 2024 vested on November 11,2025, comprising of 2,17,199 options. Pursuant to the exercise of existing and additional vested options, 82,667 equity shares were allotted to the eligible grantees during the year under review.

LISTING WITH STOCK EXCHANGES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, other than those disclosed elsewhere in this Report.

MATERIAL EVENTS

A. Material Events During the Year

a) Investment in Abans Capital Private Limited, Subsidiary of the Company

During the year under review, in line with its strategic investment objectives, the Company subscribed to the rights issue of Abans Capital Private Limited, a subsidiary of the Company. Pursuant to the said subscription, Abans Capital Private Limited allotted 327 equity shares of face value of Rs.10/- each at an issue price of Rs. 12,90,000 per equity share, aggregating to Rs. 42,18,30,000, resulting in an incremental increase of 0.26% in the Company’s shareholding in the said subsidiary. The transaction was undertaken in the ordinary course of business and did not require any specific regulatory approval. The Company duly complied with the applicable regulatory requirements, including intimating the Stock Exchanges prior to the acquisition on April 15, 2025, and submitting the post-acquisition intimation on May 06, 2025.

b) Scheme of arrangement for amalgamation of inter-se subsidiaries

During the year under review, a Scheme of Arrangement was approved for the amalgamation of subsidiaries and step-down subsidiaries of the Company, namely Abans Capital Private Limited, Abans Commodities (I) Private Limited, Abans Securities Private Limited and Clamant Broking Services Private Limited (collectively, the “Transferee Companies”) with Abans Broking Services Private Limited (the “Transferor Company”). The aforesaid Scheme was disclosed to the Stock Exchanges on August 07, 2025 under Regulation 30 read with Part A of Schedule III of the SEBI LODR Regulations . The Scheme is subject to receipt of the requisite statutory and regulatory approvals.

The proposed amalgamation is intended to consolidate entities engaged in similar and complementary lines of business and facilitate operational integration, efficient utilisation of resources and simplification of the group structure. The amalgamation is also expected to result in rationalisation of administrative and compliance functions and facilitate greater operational efficiency. The Company is not a party to the Scheme and there is no change in the shareholding pattern of the Company pursuant to the proposed arrangement.

c) Alteration of object clause of the Memorandum of Association of the Company

During the year under review, the Object Clause of the Memorandum of Association of the Company was altered in accordance with the provisions of the Companies Act, 2013. The alteration was approved by the shareholders of the Company through Postal Ballot Notice dated April 15, 2025, with the resolution being deemed to have been passed on May 29, 2025.

B. Material Events from the End of the financial year till the date of this Report

a) Voluntary Delisting of Non-Convertible Debentures of Abans Finance Private Limited, Material Subsidiary

Subsequent to the close of the financial year 202526, the Non-Convertible Debentures (‘NCDs’) of Abans Finance Private Limited, a material subsidiary of the Company, were voluntarily delisted from BSE Limited with effect from April 27, 2026, in accordance with the applicable provisions of the SEBI LODR Regulations. The delisting was undertaken pursuant to the applicable regulatory framework and does not have any material impact on the financial position or operations of the Company.

b) Change in Registered Office of the Company

The Company shifted its Registered Office within the local limits of the same city from ‘36, 37 & 38A, 3^rd Floor, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400021’ to ‘13A/B/C, 1^st Floor, Mittal Chambers, Barrister Rajni Patel Marg, Nariman Point, Mumbai - 400021’. The change was approved by the Board of Directors at its meeting held on May 15, 2026 and was effected in accordance with the applicable provisions of the Companies Act, 2013, and does not have any material effect on the financial position of the Company.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

As on March 31, 2026, the Company has 14 (Fourteen) subsidiaries (including step-down subsidiaries). Pursuant to the provisions of Section 129(3) of the Act read Rule 5 of Companies (Accounts) Rules, 2014 and in accordance with applicable Accounting Standards, a statement containing the salient features of financial statements for financial year 2025-26 of the Company’s subsidiaries in the prescribed Form AOC-1 is annexed as Annexure A to the Consolidated Financial Statements which form part of this Annual Report, in compliance with Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended from time to time).

In accordance with Section 136 of the Act, the Audited Financial Statements of each of its subsidiaries, are available on the website of the Company at www.abansfinserv.com/ financial-statementsubsidiaries. These documents will be available for inspection in electronic mode. Members can inspect the same up to the date of the Annual General Meeting (“AGM”), by sending an e-mail to the Company at compliance@abansfinserv.com. The Company will provide a copy of the Audited Financial Statements of each Subsidiary Company to any Member upon request.

During the year under review, Caspian HK Trading Limited, a step-down subsidiary of the Company, was struck off with effect from April 03, 2025 in accordance with the applicable laws of its jurisdiction. Consequently, it ceased to be a step-down subsidiary of the Company with effect from the said date.

Further, a strategic investment was made by the Company’s step-down subsidiary, Abans Broking Services Private Limited, in a wholly-owned subsidiary incorporated on October 02, 2025 in Mauritius - Abans Capital Strategies Limited, which has been established to undertake proprietary trading and strategic investments across diverse asset classes in global financial markets.

Material Subsidiaries

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

During the financial year under review, the following Subsidiaries were identified as Material Subsidiaries of the Company in accordance with the criteria prescribed under the SEBI LODR Regulations and in accordance with the Policy on Determination of Material Subsidiaries:

The Company has complied all the applicable Corporate Governance requirements prescribed under the SEBI LODR Regulations in respect of its Material Subsidiaries during the financial year under review.

Business Operations/ Performance of the Material Subsidiaries of the Company

The performance in brief of the material subsidiary companies is given as under:

1. Abans Finance Private Limited

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

Key highlights on financial performance:

2. Abans Broking Services Private Limited

Abans Broking Services Private Limited is engaged in the business of a stock and commodities broker to execute

3. Abans Global Limited

Abans Global Limited (‘AGL’) has been authorized and regulated by the Finance Conduct of Authority (‘FCA’) since April 02, 2013 and commenced its business activities since then.

The Company is dealing in Investment as a Principal and Agent. The company is also involved in the business of dealing in securities, commodities, derivatives and currencies and also acts a financial advisor. AGL is a leading financial service providing firm which provides brokerage services to several professional and institutional clients

Key highlights on financial performance:

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not granted any loans or made investments or provided any guarantees or securities during the financial year under review, other than those mentioned in this Report.

The particulars of loans, guarantees given, investments made and securities provided as required under Section 186 of the Companies Act, 2013 are disclosed in the notes to the Financial Statements forming part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per requirements of the Companies Act 2013, SEBI LODR Regulations and pursuant to the recommendation of the Audit Committee, the Company has formulated the Policy on determining Materiality of and dealing with Related Party Transactions which is available on the Company’s website and can be accessed at www.abansfinserv.com/Policy on determining Materiality of and dealing with Related Party Transactions. In terms of the SEBI LODR (Fifth Amendment) Regulations, 2025 dated November 18, 2025, the Company has reviewed and updated its RPT Policy to align with the revised provisions.

During the year under review, all contracts, arrangements and transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations. All proposed related party transactions were placed before the Audit Committee for prior approval. The details of transactions entered into pursuant to omnibus approvals were placed before the Audit Committee on a quarterly basis for its review.

The particulars of contracts/ arrangements/ transactions with related party which are required to be reported in Form No. 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 are provided in Annexure B to this Report.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Board Composition

The size and composition of the Board are commensurate with the scale, complexity, and nature of the Company’s business. The Board of Directors comprises of individuals with diverse backgrounds and rich experience across key domains such as finance, accounting, technology, governance, and risk management. This diversity of thought and expertise strengthens the Company’s governance framework and facilitates well-informed strategic decision-making.

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI LODR Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Company’s Board of Directors consists of 08 (Eight) Directors as on March 31,2026 comprising:

(i) Four Non-Executive Independent Directors, one of whom is a Women Director;

(ii) One Non-Executive Non-Independent Director; and

(iii) Three Executive Directors, comprising of one Managing Director and two Whole-Time Directors.

ii) Ms. Ashima Chhatwal was re-appointed as an Independent Director of the Company for the second term w.e.f. July 11,2026, which was approved by the members of the Company vide special resolution passed through Postal Ballot Notice dated February 02, 2026, deemed to be passed on March 27, 2026.

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

Changes in the Constitution of the Board of Directors subsequent to March 31,2026 and upto the date of this report:

Further, subsequent to the financial year ended March 31, 2026, following changes occurred in the Board of Directors between the end of the financial year up to the date of this Report:

i) Mr. Karan Heda (DIN: 07032035) was appointed as an Additional Non-Executive Non-Independent Director of the Company by the Board of Directors at its meeting held on May 15, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee, with effect from the same date, in accordance with the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company. His appointment was subsequently approved by the members of the Company by way of an Ordinary Resolution passed through Postal Ballot pursuant to the Postal Ballot Notice dated July 07, 2026, which was deemed to have been passed on August 09, 2026;

ii) Mr. Nirbhay Vassa (DIN: 08011853), tendered his resignation as the Whole-Time Director and Chief Financial Officer of the Company vide his resignation letter dated April 13, 2026 and ceased to hold office with effect from the close of business hours on May 15, 2026;

iii) Mr. Hariharan Devnarayan Iyer (DIN: 00151584), Non-Executive Independent Director, has ceased to be a Director of the Company upon completion of his term as an Independent Director, with effect from the close of business hours on August 06, 2026;

iv) Mr. Naresh Madhu Tejwani (DIN: 00847424), NonExecutive Non-Independent Director, has tendered his resignation from the position of Director of the Company vide his resignation letter dated August 06, 2026, and accordingly ceased to be a Director of the Company with effect from the close of business hours on August 6, 2026.

The Board of Directors places on record its sincere appreciation and gratitude for the significant contributions, leadership and dedicated services rendered by Mr. Nirbhay Vassa, Mr. Hariharan Iyer and Mr. Naresh Tejwani during their respective association with the Company.

(c) Director(s) liable to retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association, Mr. Abhishek Bansal (DIN: 01445730), Chairman and Managing Director of the Company, retires by rotation at the 17^th Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

(d) Key Managerial Personnel

The list of Key Managerial Personnel (“KMP”) of the Company as on March 31,2026, in terms of Section 203 of the Companies Act, 2013 is as below:

i) Mr. Abhishek Bansal - Chairman & Managing Director

ii) Mr. Nirbhay Vassa* - Whole-Time Director and CFO

iii) Mr. Chintan Mehta - Whole-Time Director and CEO

iv) Ms. Bhargavi Halapeti - Company Secretary & Compliance Officer

*Mr. Nirbhay Vassa resigned w.e.f. May 15, 2026 from the position of Whole-Time Director & CFO.

During the financial year under review, Ms. Sheela Gupta resigned from the position of Company Secretary & Compliance Officer of the Company with effect from October 01, 2025. Subsequently, Ms. Bhargavi Halapeti was appointed as the Company Secretary & Compliance Officer of the Company with effect from October 01, 2025.

Change in Key Managerial Personnel after the end of the financial year and upto the date of report:

Further, between the end of the financial year up to the date of this Report, the Board of Directors, at its meeting held on May 15, 2026, approved the appointment of Mr. Raghunathan Selvaraj Mudaliar as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 16, 2026.

(e) Remuneration Received by Directors, Whole-Time Director, Managing Director from Holding or Subsidiary Company:

Mr. Nirbhay Vassa received remuneration of

Rs.1,00,00,000/- from Abans Finance Private Limited, its Subsidiary Company.

Mr. Chintan Mehta received remuneration of

Rs.1,00,00,000/- and a bonus of Rs.2,00,00,000/- from Abans Finance Private Limited, its Subsidiary Company.

Mr. Naresh Tejwani received remuneration of

Rs.9,16,664/- from the Company.

(f) Declaration by Independent Directors

The Company has received the necessary declaration from all Independent Directors, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act

and Regulation 16(1)(b) of the SEBI LODR Regulations and are not disqualified from continuing as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board has assessed the veracity of the confirmations submitted by the Independent Directors, as required under Regulation 25(9) of the SEBI LODR Regulations.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs Statement. These declarations/ confirmations have been placed before the Board. They have complied with the applicable requirements of the online proficiency self-assessment test conducted by the IICA.

The Board is of the opinion that all the Independent Directors of the Company fulfil the conditions of independence as specified in the Act and SEBI LODR Regulations and are independent of the management. The Board is of the view that the Independent Directors and have possess the requisite integrity, expertise and experience including the proficiency as required for effectively discharging their roles and responsibilities in directing and guiding the affairs of the Company. Further, Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and the “Code of Conduct for Directors and Senior Management Personnel” framed by the Company.

(g) Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. The Board met 6 (six) times during the financial year 2025-26, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI LODR Regulations. Details of Board composition, its Meetings, and the attendance of Directors are provided in Corporate Governance Report, which forms part of this Annual Report.

(h) Separate Meeting of Independent Directors

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI LODR Regulations, a separate meeting of the Independent Directors of the Company was held on March 25, 2026, without the presence of the Non-Independent Directors and members of the Management. During the meeting, the Independent Directors reviewed the performance of the Chairman, the Individual Directors, the Board as a

whole and the Committees of the Board. The Independent Directors also discussed the quality, quantity and timelines of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

(i) Committees of the Board

The Board has constituted various Committees in compliance with applicable laws, with clearly defined terms of reference for each of the Committees.

The Board of Directors has the following 4 (four) statutory Committees as on March 31,2026:

i. Audit Committee

ii. Nomination, Remuneration and Compensation Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

The details of the above-mentioned committees along with their composition, terms of reference, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors confirm that, during the year under review, they have accepted all recommendations received from its Committees.

Further, the Board has also constituted an Executive Committee comprising of members of the Board, to inter-alia take decisions relating to borrowings, investments and lending from time to time and other matters as delegated by the Board.

BOARD DIVERSITY

The Company believes that diversity of skills, experience, expertise, gender, age and background among the members of the Board fosters balanced decision-making, enhances the effectiveness of the Board and contributes to the long-term sustainable growth of the Company. While identifying and recommending candidates for appointment to the Board, due consideration is given to an appropriate mix of qualifications, professional experience, integrity, independence, diversity and domain knowledge, in line with the Company’s business needs and strategic objectives.

The details of the Board Diversity Matrix, including the skills, expertise and competencies of the Directors, are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has adopted a Policy on Board Diversity, which provides the framework for achieving and maintaining an appropriate balance of diversity on the Board. The Policy is available on the Company’s website at www.abansfinserv. com/Policy on Board Diversity

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Sections 178 and 134(3)(p) read with Schedule IV of the Act, in accordance with Regulation

Upon appointment, Directors are provided with a formal Letter of Appointment setting out, inter-alia, their roles, duties, responsibilities, rights and obligations under the Act and the SEBI LODR Regulations. They are also familiarized with the Company’s operations, organisational structure, business segments, risk management framework and the businesses of the Abans Group.

Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters, inter-alia, covering the business strategies, management structure, management development, quarterly and annual results, budgets, reviews of internal audit, risk management framework, operations of the Subsidiaries and corporate governance, etc.

The details of the induction and Familiarisation Programme are provided in the Corporate Governance Report and the said Policy can be accessed on the Company’s website at www.abansfinserv.com/Familiarization Programme for Independent Directors.

DISCLOSURES RELATED TO POLICIES

A. POLICY ON NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION

The Company has adopted Policy on Nomination, Remuneration and Performance Evaluation for appointment, remuneration of and evaluations of performance of Directors, Key Managerial Personnel and Senior Management of the Company pursuant to Section 178 of the Act and Regulation 19 of SEBI LODR Regulations.

The key objective of the Policy is as follows:

• To identify and recommend individuals for appointment as Directors, Key Managerial Personnel and Senior Management based on qualifications, experience and integrity.

• To determine criteria for qualifications, positive attributes and independence of Directors.

• To carry out performance evaluation of the Board, its Committees, individual Directors and the Chairman.

• To formulate remuneration policies that are reasonable, sufficient and aligned with performance and the Company’s growth objectives.

• To ensure that the level and composition of remuneration is appropriate to attract, retain and motivate Directors and senior management.

• To ensure compliance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations.

The remuneration paid to the employees including Directors, Key Managerial Personnel and Senior Management Personnel is as per the said policy of the Company.

The Policy is available on the Company’s website at www. abansfinserv.com/Policy on Nomination, Remuneration and Performance Evaluation, and the remuneration

c) ensuring that appropriate risk measurement, monitoring, stress testing, control and mitigation mechanisms are implemented and periodically reviewed; and

d) monitoring compliance with applicable regulatory requirements, investment limits and internal policies governing the Company’s investment activities.

D. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has framed Vigil Mechanism & Whistle Blower Policy which provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud.

The Policy, inter alia, provides:

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

• adequate safeguards against victimisation of persons who use such mechanism; and

• direct access to the higher levels of supervisors and/ or to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

The objective of this mechanism is to establish an effective redressal system for addressing complaints relating to questionable accounting practices, internal controls, or fraudulent financial reporting. The functioning of the Vigil Mechanism is reviewed by the Audit Committee on a periodic basis. No Directors or employees has been denied access to the Audit Committee.

During the financial year under review, no complaint was received under the Policy by the Company.

The said Policy is available on the website of the Company and can be accessed at www.abansfinserv.com/Vigil Mechanism & Whistle Blower Policy.

E. DIVIDEND DISTRIBUTION POLICY

The Company has adopted a Dividend Distribution Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 43A of the SEBI LODR Regulations, which provides a framework for determining the distribution of profits to equity shareholders. The Policy aims to ensure a balanced approach between dividend payout and retention of earnings to meet the Company’s future growth requirements, while ensuring fairness, transparency, consistency and sustainability in dividend decisions.

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

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

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

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

d. manner as to how the retained earnings shall be utilised.

The said Policy is available on the website of the Company and can be accessed at www.abansfinserv.com/Dividend Distribution Policy.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, for the financial year ended March 31,2026, the Board of Directors of our Company, to the best of their knowledge, belief and according to the information and explanations obtained from the management, state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. The Directors have 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 of the Company for that period;

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

d. The Directors have prepared Annual Accounts on a going concern basis;

e. The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively;

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

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the applicable rules made thereunder, the Board of Directors at its meeting held on May 29, 2024, appointed M/s. C N K & Associates LLP, Chartered

Accountants, Mumbai (Firm Registration No.: 101961W/ W100036), as Statutory Auditors of the Company to hold office till the conclusion of the 15^th Annual General Meeting (“AGM”) due to casual vacancy. The Members at the 15^th AGM held on July 26, 2024 approved their appointment for a term of five (5) consecutive years, from the conclusion of the 15^th AGM till the conclusion of the AGM to be held in the calendar year 2029.

M/s. C N K & Associates LLP, Chartered Accountants have confirmed that they are not disqualified to act as Statutory Auditors of the Company, and they comply with the eligibility criteria/requirements specified under Section 141(3) of the Companies Act for the financial year 2025-26.

Further, in accordance with the NFRA Circular dated January 7, 2026, regarding ‘Effective Communication between Statutory Auditors and Those Charged with Governance’, the Company has established a framework for structured, twoway communication between the Auditors and the Audit Committee/ Board/ Those Charged With Governance.

The Audit Committee reviews the independence and objectivity of the Statutory Auditors, as well as the effectiveness of the audit process, on a regular basis, to ensure the integrity and reliability of the Company’s financial reporting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on May 29, 2025, approved the appointment of M/s. Parikh & Associates, Company Secretaries, as Secretarial Auditors of the Company for a term of five (5) consecutive years, from financial year 2025-26 to financial year 2029-30. The said appointment was recommended by the Board and subsequently approved by the Members at the 16^th Annual General Meeting of the Company held on August 21,2025.

The Secretarial Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the ICSI and are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI LODR Regulations.

Internal Auditor

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has an internal audit system commensurate with its size and operations. Further, the Company has established a robust Internal Audit function, operating on an audit plan approved by the Audit Committee, focusing on internal controls, governance, and statutory compliance.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 29, 2025 appointed M/s. V C Shah & Co, Chartered Accountants, as

Internal Auditors of the Company for the financial year 202526 to conduct Internal Audit of the Company’s operations and records.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 15, 2026 appointed M/s. V C Shah & Co, Chartered Accountants, as Internal Auditors of the Company for the financial year 2026-27.

Cost Auditor and maintenance of cost records

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records and conducting a Cost Audit are not applicable to the Company.

AUDITORS’ REPORT

Statutory Auditors’ Report and Notes to Financial Statements

The Statutory Auditors’ Report on the standalone and consolidated financial statements of the Company for the financial year 2025-26, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Statutory Auditors’ Report are self-explanatory and do not call for any further comments under Section 134(3)(f).

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

Secretarial Audit and Annual Secretarial Compliance Report

The Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended March 31,2026 is set out as Annexure C to this Report. It does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.

The Secretarial Compliance Report for the financial year ended March 31,2026 in relation to compliance of all applicable SEBI LODR Regulations/ Circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI LODR Regulations was obtained from M/s. Parikh & Associates, Practicing Company Secretaries. The same was submitted to stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report is available on the website of the Company at https://abansfinserv.com/secretarial-compliance-report

The Secretarial Auditors have not reported any incident of fraud to the Audit Committee and/or the Board of Directors under Section 143(12) of the Act during the financial year under review.

Secretarial Audit of Material Subsidiaries

In accordance with the requirements of the SEBI LODR Regulations, Secretarial Audit of the material unlisted subsidiaries of the Company, namely Abans Finance Private Limited (“AFPL”) and Abans Broking Services Private Limited

(“ABSPL”), was conducted by M/s. Parikh & Associates, Practicing Company Secretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2025-26.

The Secretarial Audit Reports confirm that the said subsidiaries have complied with the applicable provisions of the Act, Rules, Regulations and guidelines and do not contain any qualifications, reservations, adverse remarks or disclaimers. The reports are appended as Annexure D and Annexure E to this Report.

Internal Audit Report

The internal audit plan was reviewed and approved by the Audit Committee, and audit was conducted on a quarterly basis to evaluate the adequacy and effectiveness of the Company’s internal control systems. The Internal Auditors submit their reports on a quarterly basis to the Audit Committee and the Board of Directors, which reviews significant observations, including the status of management actions and progress on implementation of recommendations.

The Audit Committee evaluated the scope, adequacy and effectiveness of internal controls, covering financial, operational and compliance aspects, and ensured that appropriate corrective actions were taken wherever necessary, in accordance with Regulation 18 of the SEBI LODR Regulations and other applicable provisions. The Audit Committee also reviews the adequacy and effectiveness of internal controls. The Members of the Audit Committee and the Internal Auditors have free access to each other and maintain an open channel of communication to discuss matters of significance at any time. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

INTERNAL CONTROLS

The Company has in place an effective internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of our operations. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company’s operations. The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

INTERNAL FINANCIAL CONTROLS

The Board has adopted accounting policies which are in accordance with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. These mechanisms provide reasonable assurance in respect

of financial and operational information, compliance with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and adherence to the Company’s policies.

The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company tracks the amendments in the Accounting Standards, other applicable regulatory framework and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.

During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls. Further, details regarding the adequacy of internal financial controls are given in the Management Discussion and Analysis Report, forming part of this Annual Report.

CORPORATE GOVERNANCE

A section on Corporate Governance standards followed by the Company, as stipulated under Schedule V of SEBI LODR Regulations, forms part of the Annual Report.

The Company has complied with the requirements of the SEBI LODR Regulations regarding Corporate Governance. A certificate from M/s. Parikh & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance, as stipulated in Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI LODR Regulations, a detailed review of the operations, performance and future outlook of your Company and its businesses is provided in the Management Discussion and Analysis for the financial year under review, which forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report (“BRSR”) for the year under review, outlining the Company’s initiatives from an environmental, social and governance (ESG) perspective, forms an integral part of this Annual Report and is also available on the Company’s website at www.abansfinserv.com/annual-reports.

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013, the Company is committed to undertaking Corporate Social Responsibility (“CSR”) activities and contributing meaningfully towards societal development. The Company firmly believes in the philosophy of giving back to society and fostering inclusive and sustainable growth.

Guided by this commitment, the Company undertook CSR initiatives in accordance with its Corporate Social Responsibility Policy, while also encouraging and supporting social initiatives carried out by its promoters in their individual capacity. These efforts reflect the Group’s core values of responsibility, compassion and long-term sustainability, and aim to create a positive and lasting impact on the communities it serves.

During the financial year 2025-26, the Company undertook CSR activities in areas such as eradication of hunger and poverty, promotion of education and healthcare as specified under Schedule VII of the Companies Act, 2013. The Company has approved and fully utilised its CSR obligation of Rs.7,82,237/- during the year, and there is no unspent amount required to be transferred to any specified account. The CSR initiatives were implemented through its implementing agency, Abans Foundation (CSR Registration No.: CSR00017201), in compliance with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on Corporate Social Responsibility activities, containing the disclosures prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report as Annexure F.

DISCLOSURE UNDER EMPLOYEE STOCK OPTIONS PLAN (ESOP) AND SCHEME

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

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (‘SEBI SBEB Regulations’) and the Act for the financial year under review 2025-26, with regard to ESOP 2023 and ESOP 2024 are available on the website of the Company at www.abansfinserv.com/esop-disclosures

There is no change in ESOP 2023 and ESOP 2024 and the aforesaid Schemes are in compliance with the SEBI SBEB Regulations, as amended from time to time. The Compliance Certificate pursuant to Regulation 13 of SEBI SBEB Regulations given by M/s. Parikh & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, is annexed to the Corporate Governance Report. The Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming AGM.

The compliance certificate pursuant to Regulation 13 of SEBI SBEB Regulations given by M/s. Parikh & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, forming part of this Annual Report is enclosed as Annexure.

The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SEBI SBEB Regulations are provided on the website of the Company at www.abansfinserv.com/esop-disclosures and

the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at compliance@abansfinserv.com whereupon a copy will be provided. The relevant disclosures as per applicable accounting standard forms part of the notes to the Standalone and Consolidated Financial Statements of the Company.

ANNUAL RETURN

In compliance with Section 92(3) read with Section 134(3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2025-26 in the prescribed e-form MGT-7, is available on the Company’s website at www. abansfinserv.com/annual-return.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders have been passed by any regulators, courts or tribunals that would impact the going concern status of the Company or its future operations.

DIRECTORS AND OFFICERS INSURANCE POLICY

In line with the requirements of Regulation 25(10) of the SEBI LODR Regulations, the Company has in place a Directors and Officers Liability Insurance Policy.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A) Conservation of Energy

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

ii. The steps taken by the Company for utilising alternate sources of energy - The Company shall consider on adoption of alternate sources of energy as and when the need arises.

iii. The capital investment on energy conversation equipment - No capital investment was made during the financial year under review.

B) Technology absorption

i. The efforts made towards technology absorption -Minimum technology required for business is absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

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

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

C) Foreign Exchange Earnings and Outgo

The Company reported foreign exchange earnings was Rs.1,102.51 Lakhs for the financial year under the review as compared to the previous financial year i.e. Rs.11.71 Lakhs. The foreign exchange outgo during the financial year under review was Rs.19.17 Lakhs as compared to Rs.0.03 Lakhs during the previous financial year.

PLACE OF KEEPING BOOKS OF ACCOUNTS AND PAPERS

Pursuant to Section 128(1) of the Companies Act, 2013, in order to ensure better administrative convenience and effective control over accounting and financial operations, the Board of Directors of the Company approved the maintenance of books of account at 21,2^nd Floor, Mittal Chambers, Barrister Rajni Patel Marg, Nariman Point, Mumbai - 400021, i.e. at a place other than registered office of the Company within the same city.

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

The Company has implemented a Policy on Prevention of Sexual Harassment (PoSH) at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (“PoSH Act”) and rules made thereunder and has always provided a safe atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (“ICC”) under the PoSH Act. Appropriate mechanisms are in place to ensure protection against sexual harassment and to safeguard employees’ right to work with dignity. The Policy covers all categories of employees i.e. permanent, contractual, temporary, and trainees and has been widely communicated internally, including through its placement on the Company’s intranet portal.

The details of number of Sexual Harassment Complaints are as mentioned below:

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, the Company confirms that it has complied with all applicable provisions relating to maternity benefits during the financial year under review, to the extent notified and applicable. The Company remains committed to providing a supportive and inclusive work environment and ensuring the welfare and well-being of its women employees in line with statutory requirements.

THE CODE ON SOCIAL SECURITY, 2020

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the Company confirms that it is in compliance with the applicable provisions relating to the Code on Social Security, 2020, to the extent notified and applicable.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Policy on Nomination, Remuneration & Performance Evaluation of the Company formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI LODR Regulations.

The disclosures required under Section 197(12) & 136(1) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure G, which forms an integral part of this Annual Report.

Further, a statement containing the particulars of employees as required under Rule 5(2) and Rule 5(3) of the aforesaid Rules also forms part of this Report. However, in accordance with the first proviso to Section 136(1) of the Act, the Annual Report is being circulated to the members excluding the aforesaid information. The same is available for inspection by the members and may be obtained upon request by writing to the Company Secretary at email ID compliance@ abansfinserv.com.

New Labour Codes

The Central Government has notified the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”), which seek to consolidate and rationalise the existing labour laws in India. Upon the implementation of the applicable provisions of the New Labour Codes, the Company evaluated their impact on its employment practices, employee benefit obligations and statutory compliances. Based on such evaluation, the Company has recognised the consequential impact, wherever applicable, in its financial statements and has taken necessary steps to ensure compliance with the applicable provisions.

WORKFORCE & TALENT STRATEGY

The Company, together with its subsidiaries and associates, remains committed to fostering a workplace that attracts, retains and nurtures talent. Guided by its vision to be a leading player in the integrated financial services sector, the Company promotes a purpose-driven culture that enables employees to undertake meaningful and impactful work. It believes that true engagement is achieved when employees are aligned with the organisation’s vision, connected with leadership and experience a strong sense of belonging.

The Company continues to focus on building an inclusive and diverse work environment that values differences and encourages collaboration. It is committed to providing challenging opportunities and merit-based growth, enabling employees to build rewarding careers aligned with their aspirations.

CORPORATE ETHICS

The Company adheres to the highest standards of business ethics, ensuring compliance with all statutory and legal requirements and maintaining transparency in its business practices. In this regard, the Company has adopted a Code of Conduct for the Board Members and Senior Management, as well as the Code of Conduct to Regulate, Monitor and Report Trading by Insiders, in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

A. Code of Conduct for Board Members and Senior Management

The Board of Directors has adopted a Code of Conduct for its Directors and Senior Management, which is available on the Company’s website at www.abansfinserv.com/ Code of Conduct for Directors and Senior Management. The Code is applicable to all Directors and Senior Management Personnel and lays down the standards of conduct expected in the discharge of their duties.

The Code, inter alia, requires adherence to the highest standards of integrity, honesty and ethical conduct, acting in the best interests of the Company and its stakeholders, ensuring compliance with applicable laws and regulations, avoiding conflicts of interest, maintaining confidentiality of information, and exercising due care, diligence and good faith in the performance of their responsibilities.

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct.

B. Code of conduct to Regulate, Monitor and Report Trading by Insiders

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“PIT Regulations”), the Board of Directors has adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders and Designated Persons

to prevent insider trading. The Code lays down the framework governing trading in securities by Insiders and Designated Persons and prescribes necessary controls and disclosures. The Company Secretary has been designated as the Compliance Officer and is responsible for ensuring adherence to the Code.

The Code, inter alia, provides for:

• Preservation of unpublished price sensitive information (UPSI) and maintenance of confidentiality;

• Pre-clearance and monitoring of trades, including trading window restrictions;

• Periodic disclosures and reporting requirements by designated persons and insiders; and

• Procedures for compliance, monitoring and enforcement of the Code in line with the PIT Regulations.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

In accordance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Directors and members of the Senior Management have affirmed their compliance with the Company’s Code of Conduct.

The Company has received the necessary confirmations from all such persons for the year under review. A declaration by the Chief Executive Officer confirming the same forms part of this Report and is annexed as Annexure H.

LEGAL COMPLIANCE OF THE COMPANY’S SUBSIDIARIES

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

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

In terms of Regulation 30 read with Clause 5A of Paragraph A of Part A of Schedule III of the SEBI LODR Regulations, there was no agreement requiring disclosure under the said provisions during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with Section 118(10) of the Act read with the applicable Secretarial Standards (‘SS’) issued by the Institute of Company Secretaries of India, relating to Meetings of the Board (‘SS-1’) and General Meetings (‘SS-2’), which have mandatory application during the financial year under review.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI LODR Regulations, the Company discloses that during the Financial Year under review:

i) There was no scheme for provision of money for the purchase of our own shares by employees or by trustees for the benefit of employees.

ii) There was no public issue, rights issue, bonus issue or preferential issue, etc. of equity shares of the Company except under Employee Scheme Option Scheme referred to in this report.

iii) There was no issue of shares with differential rights.

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

v) No credit rating was required to be obtained by the Company with respect to its securities.

vi) There were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

vii) There was no failure to implement any Corporate Action.

viii) There was no instance of one-time settlement with any Bank or financial institution.

HUMAN RESOURCES

AFSL Group considers people as its biggest asset and ‘Believing in People” is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning & training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

The group has established an organization structure that is agile and focused on delivering business results. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees. With regular communication and sustained efforts, it is ensured that employees are aligned on common objectives and have the right information on business evolution.

CAUTIONARY STATEMENTS

Certain statements contained in this Annual Report, including those relating to the Management Discussion and Analysis and Corporate Governance Report, describing the Company’s objectives, projections, estimates and expectations, may constitute “forward-looking statements” within the meaning of applicable laws and regulations. Such statements are based on certain assumptions and expectations of future events and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. The Company does not undertake any obligation to publicly update or revise any forward-looking statements on the basis of subsequent developments, information or events.

ACKNOWLEDGEMENT & APPRECIATION

The Board members places on record, its sincere gratitude to the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India, Registrar of Companies, Insurance Regulatory and Development Authority of India, Registrar and Transfer Agent, Stock Exchanges, Commodity Exchanges, National Securities Depository Limited, Central Depository Services (India) Limited, Credit Rating Agencies, Auditors, customers, vendors, investors,

bankers, financial institutions, business associates, Members of the Company and all other stakeholders for their unwavering support and co-operation.

The Board also places on record its deep appreciation for the dedication, professionalism and valuable contributions made by the employees of the Company and its subsidiaries and associates at all levels. Their commitment and hard work have been instrumental in driving the Company’s growth and success.