BOARDS' REPORT

Dear Members,

Your Directors are pleased to present the Fourth Annual Report and the Company's Audited Accounts for the financial year ended March 31, 2024.

1. Financial Results

2. Dividend

The Company has not earned enough profits to recommend Dividend to the Members and therefore your Directors do not recommend any dividend on equity shares for the year under review.

3. Transfer to Reserve

The Company has not transferred any amount to the General Reserves during the year.

4. Management Discussion & Analysis Reports

The Management Discussion and Analysis Report has been separately furnished as an annexure to this Report as "Annexure A."

5. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments if any, have been disclosed in the financial statement. The details of the investments made by Company are given in the notes to the financial statements and are in compliance of the Companies Act, 2013.

7. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

8. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, which forms part of the Directors Report as an "Annexure B".

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

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

• Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Shri. Shashi Kumar Dujari (DIN 00116132), retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

There is no change in the Directors of the Company during the Financial year 2023-24.

• Key Managerial Personnel

There is no change in the Key Managerial personnel of the Company during the Financial year 2023-24.

11. Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

12. Board Evaluation

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013, the Board has carried out an evaluation of its own performance as well as performance of Independent Directors and Board as a whole.

13. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under "Downloads" Section.

14. Meetings of the Board

Six (6) meetings of the Board of Directors were held during the year on 19^th May, 2023, 26^th May, 2023, 1^st August, 2023, 7^th November, 2023, 18^th January 2024 and 15 ^th March, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 has been held on 18^th January, 2024, as per the requirements of the Companies Act, 2013.

15. Directors' Responsibility Statement as Required Under Section 134(3)(C) of the Companies Act, 2013

The Directors state that: -

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

b. The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of he state of affairs of the Company as at 31st March 2024 and of the profit for the year ended on that date;

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

d. The annual accounts have been prepared on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively;

f. 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.

16. Extract of Annual Return

A copy of the annual return for the year ended 31^st March 2024 is uploaded on the website of the Company at http://abhinandanenterprisesltd.com/index.php in terms of sub-section (3) of section 92 of the Companies Act, 2013.

17. Related Party Transactions

There were no related party transactions that were required to be entered into during the financial year. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions has been published on the Company's website under the Investors Section at http://abhinandanenterprisesltd.com/download.phpRs.report category name=POLICIES.

18. Subsidiary Companies

The Company does not have any subsidiary Company.

19. Code of Conduct

The Code has been prepared and is posted on the website of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

20. Vigil Mechanism / Whistle Blower Policy (WBP)

The WBP is in place and is posted on the website of the Company and deal with instance of fraud and mismanagement, if any. The web-link of the same is

http://abhinandanenterprisesltd.com/download.phpRs.report category name=POLICIES.

21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

a) Statutory Auditor

Pursuant to provisions of Section 139(1) M/s Hegde & Associates, Chartered Accountants, (Firm's Regn No. 103610W) were appointed as Statutory Auditors of your Company at the 3 6^th Annual General Meeting of the Company, for a term of five consecutive years and they hold office until the conclusion of 41^st Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Audit and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M S Pitroda & Co., Practising Company Secretaries, The Report of the Secretarial Audit Report is annexed herewith as "Annexure C" to this Report.

There is no Qualification or adverse remark made by the Auditor in their Report dated 24^th May, 2024.

c) Cost Auditor and Cost Audit Report

Cost Audit is not applicable to your Company.

23. Statement Pursuant to Uniform Listing Agreement

The Company's Equity shares are listed at Metropolitan Stock Exchange of India Limited. The Annual listing fee for the year 2024-25 has been paid.

24. Corporate Social Responsibility

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. However, the Company is not covered by the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of Net worth as well as Net Profit as laid down therein.

25. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are not applicable as no employee was in receipt of remuneration exceeding the limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, whether employed for the full year or part of the year.

26. Cash flow statement

The Cash flow statement for the year 2023-24 is part of Balance Sheet.

27. Policy on Prevention of Sexual Harassment at Workplace

The Company has, in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2023-2024, no complaints were received by the Company related to sexual harassment.

28. Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, auditors, shareholders of the Company for their continued cooperation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities, Stock Exchange and all other statutory and/or regulatory bodies.