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

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