Abans Holdings Ltd

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

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

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

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

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

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

The Board of Directors has the following Committees as on March 31, 2024: i. Audit Committee ii. Nomination, Remuneration and Compensation Committee iii. Stakeholders Relationship Committee iv. Risk Management Committee The details of the above mentioned committees along with their Composition, terms of reference, Number of Meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

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

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

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

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

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance and are also available on the Company's website i.e. https://abansholdings. c o m / a s s e t s / p d f / Fa m i l a r i s a t i o n % 2 0 P ro g ra m m e % 2 0 Conducted%202023-24-PiA5lJJd.pdf

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

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

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

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

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

To devise a policy on Board diversity.

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

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of Directors of our Company, to the best of their knowledge and ability confirm that:-

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

b) Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit and Loss Account for the Financial Year 2023-24 have been made.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing & detecting fraud and other irregularities.

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

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. P. Date & Associates, Company Secretaries in Practice for conducting the Secretarial Audit for FY 2023-24.

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended March 31, 2024 is set out as Annexure B to this report. It does not contain any qualification, reservation or adverse remark or disclaimer made by secretarial auditor. The Secretarial Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the Financial Year under review.

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

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

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

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

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

The Audit Committee quarterly reviews the internal audit reports and the adequacy and effectiveness of internal controls. d) Cost Audit and Maintenance of Cost Records:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(" Policy") to enable directors and employees

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

for providing adequate safeguards against victimisation;

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

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

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

The Policy framed by the Company is in compliance with the requirements of the Act & SEBI Listing Regulations and is available on the website of the Company and can be accessed at https://abansholdings.com/assets/pdf/Policy-on-Whistle-Blower-Mechanism.pdf

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

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

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

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

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

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

EMPLOYEE STOCK OPTIONS SCHEME (ESOS)

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

During the financial year, the Nomination, Remuneration & Compensation Committee vide resolution dated August 11, 2023 approved grant of 14,98,100 options to 18 eligible employees of the Company, pursuant to the eligibility criteria stipulated under the ESOP Scheme 2023. No options were vested / exercised during year under review. The AHL ESOP Scheme 2023 is being administered and monitored by the Nomination Remuneration

& Compensation Committee of the Company. The scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The compliance certificate given by practicing company secretary Mr. S. P. Date is annexed to the Board's report as Annexure ‘E'.