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)

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