Dear Members,

The Board of Directors of Abans Enterprises Limited ("the Company" or "AEL") is pleased to present the 38^th (Thirty-Eighth) Annual Report along with the Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31, 2024 ("Financial Year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's Standalone and Consolidated financial performance for the financial year ended March 31, 2024 as compared to the previous financial year is summarized below: H ( in Lakhs)

Review of Standalone Results

During the year under review, the Company recorded standalone total income of H 5,237.19 Lakhs as compared to H 2,855.57 Lakhs in the previous year. Profit before tax for the year under review was H 272.21 Lakhs as against H 65.61 Lakhs in the previous year. The profit after tax stood at H 202.31 Lakhs for the year under review as compared to the profit after tax of H 49.20 Lakhs in the previous year.

Review of Consolidated Results

During the year under review, the Company recorded consolidated total income of H 1,77,553.25 Lakhs as compared to H 1,87,735.95 Lakhs in the previous year. Profit before tax for the year under review was H 2,101.02 Lakhs as against H 1,838.82 Lakhs in the previous year. The profit after tax stood at H 975.80 Lakhs for the year under review as compared to the profit after tax of H 1,773.03 Lakhs in the previous year.

ACCOUNTING METHOD

The financial statements of the Company for financial year ended March 31, 2024, standalone and consolidated basis, have been prepared in accordance with the Companies Act, 2013 ("the Act"), including accounting principles generally accepted in India, Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiaries of the Company based on the effective ownership of the Company in such subsidiaries.

In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI LODR Regulations, the Audited Standalone and Consolidated Financial Statements of our Company for the Financial Year ended March 31, 2024, together with the Independent Auditors' Report forms part of this Annual Report. The Audited Financial Statements (including the Consolidated Financial Statements) 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://www.abansenterprises.com/financial-statement-subsidiaries.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company is been detailed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

TRANSFER TO RESERVES

The Board of the Company has decided to retain the entire surplus amount earned during the year under review. Hence, no amount was transferred to General Reserve.

DIVIDEND

The Board of the Company does not recommend any dividend for the Financial Year under review for future growth prospects and expansion.

PUBLIC DEPOSITS

During the Financial Year under review, 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 with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Authorised Share capital of the Company as on March 31, 2024 was H15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of H 10/- (Rupees Ten Only) each. The Paid up Capital of the Company was H13,94,97,760/- (Rupees Thirteen Crore Ninety Four Lakhs Ninety Seven Thousand Seven Hundred Sixty Only) divided into 1,39,49,776 Equity Shares of H 10/- (Rupees Ten Only) each fully paid up.

During the Financial Year under review, there was no change in the Share Capital of the Company and the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

DEPOSITORY

As on March 31, 2024, 97.48% of the Company's paid-up Equity Share Capital representing 1,35,98,415 Equity Shares were held in dematerialised mode and 3,51,361 equity shares representing 2.51% of paid-up share capital were held in physical form.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Annual Report.

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, 2024, the Company has 2 (Two) subsidiaries, 1 (One) step-down subsidiary and no associate or joint venture companies within the meaning of Section 2(6) of the Act.

The holding – subsidiary structure of your Company is explained through diagram below:

The following are the subsidiary companies of the Company along with a description of their main business activity and highlights of their performance:

a) Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) ("AJL")

Abans Jewels Limited (formerly known as Abans Jewels Private Limited) ("AJL"), set up in 2012, is a public company engaged in the business of trading in precious metals as well as base metals. The Company deals in physical commodities and trades the same on various stock exchanges. The Company caters more towards B2B business rather than a B2C business. Abans Jewels Limited is a registered jeweller and is associated with the major bullion bankers. The Company is also in the business of manufacturing of precious / semi-precious stone studded gold and diamond jewellery.

Abans Enterprises Limited previously held 93.90% shareholding of AJL and it was a material subsidiary of the Company. Duringthe Financial Year under review, the Company acquired the remaining 6.10% shareholding of AJL through a share purchase agreement. Pursuant to the above acquisition, the Company holds 100% shareholding in AJL and it has become a wholly owned subsidiary of the Company as on March 31, 2024. During the year under review, AJL recorded a revenue of H 1,34,755.37 Lakhs (previous year: H 1,11,485.84 Lakhs) and registered profit before tax of H 4,179.71 Lakhs (previous year: H 806.16 Lakhs).

b) Splendid International Limited, Mauritius ("SIL")

Splendid International Limited ("SIL") is a wholly owned subsidiary of the Company incorporated in Mauritius and it is in the business of trading in commodities and derivatives.

During the year under review, the Company was in the process of acquiring relevant licenses for trade and has not initiated operations. There was an operating loss of H 11.57 lakhs (previous year: H 4.98 lakhs)

(Formerly known as Abans Gems & Jewels Trading FZE) ("AGJT")

Abans Gems & Jewels Trading FZC ("AGJT") is the wholly owned subsidiary of Abans Jewels Limited and therefore, it is step-down subsidiary of the Company, incorporated in Dubai. It is primarily engaged in the business of trading and import/export of gold, jewellery, pearls and precious stones.

During the year under review, AGJT recorded a revenue of J 37,569.66 Lakhs (previous year: H 73,402.94 Lakhs) and registered profit/(loss) before tax of H (2,339.32) Lakhs (previous year: H 972.06 Lakhs).

Contribution of the subsidiaries to overall performance of AEL

Abans Jewels Limited (AJL) along with its subsidiary Abans Gems and Jewels Trading FZC has always been the major contributors of revenue and profits. AJL is an established spearhead in bullion trading industry in domestic as well as international market maintaining a sturdy with major bullion bankers. Due to its higher net worth and better banking relations, it assists the Company in raising funds for trading activity.

No Companies have ceased to be subsidiaries/ associate or joint ventures of the Company during the year under review.

During the year under review, the Board of Directors have reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company were prepared, which form part of this Annual Report. A separate statement containing the salient features of financial statements of subsidiaries, associates, joint ventures of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder.

Pursuant to Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited/ Unaudited Annual Accounts of each of its subsidiaries are available on the website at https://www.abansenterprises. com/financial-statement-subsidiaries.

Material Subsidiaries

As per Regulation 16(1)(c) of SEBI LODR Regulations, Abans Jewels Limited and Abans Gems and Jewels Trading FZC are considered as a Material Subsidiaries of the Company as on March 31, 2024.

As required under Regulation 16(1)(c) and 46 of the SEBI LODR Regulations, 2015, the Board of Directors have approved the Policy on Determination of Material Subsidiaries ("Policy"). The said policy is available on the website of the Company and can be accessed at https://www.abansenterprises.com/corporate-policies

INVESTMENT IN SUBSIDIARIES

During the Financial Year under review, the Company acquired the remaining 6.10% shareholding of AJL through a share purchase agreement. Pursuant to the above acquisition, the Company holds 100% shareholding in AJL and it has become a wholly owned subsidiary of the Company w.e.f. March 27, 2024.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 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 ended March 31, 2024 is available on the website of the Company at https://www. abansenterprises.com/annual-return.

(a) Composition of the Board

The Company's Board consists of 6 (six) Directors as on date of this Report comprising: (i) Three Non-Executive Independent Directors of whom One is Women Independent Director; (ii) One Non-Executive Non-Independent Director; and (iii) Two Executive Directors out of which one is a Whole Time Director & Chief Executive Officer.

The Board of the Company as on the date of this Report is as under:

The Board consists of professionals with diverse functional expertise, industry experience, educational qualifications and gender mix relevant to fulfilling the Company's objectives and strategic goals.

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

(b) Appointment, Re-appointment and Resignation of Directors

During the year under review, based on the recommendations by the Nomination and Remuneration Committee, following were the changes in the Board of Directors of the Company:

Mr. Sanjiv Swarup (DIN: 00132716) was appointed as Additional Independent Director on April 05, 2023 for a period of five years i.e. till April 04, 2028, subject to approval of Shareholders. His appointment as Independent Director was approved by Shareholders through Postal Ballot on June 21, 2023;

Mrs. Shardul Damani (DIN: 08511608) was appointed as Additional Non-Executive Director on April 05, 2023 for a period of five years i.e. till April 04, 2028, subject to approval of Shareholders. Her appointment as Non-Executive Director was approved by Shareholders through Postal Ballot on June 21, 2023;

Mr. Kayomarz Sadri (DIN: 07889169) was appointed as Additional Whole-Time Director and Chief Executive Officer on July 12, 2023 for a period of five years i.e. till July 11, 2028, subject to approval of Shareholders. His appointment as Whole-Time Director and Chief Executive Officer was approved by Shareholders at the 37^th Annual General Meeting of the Company held on September 27, 2023;

Dr. Anita Shantaram (DIN: 00786517) was appointed as Additional Independent Director on July 24, 2023 for a period of five years i.e. till July 23, 2028, subject to approval of Shareholders. Her appointment as an Independent Director was approved by Shareholders at the 37^th Annual General Meeting of the Company held on September 27, 2023;

Mr. Deepak Zope (DIN: 07870467) was appointed as Additional Executive Director on November 13, 2023, for a period of five years i.e. till November 12, 2028, subject to approval of Shareholders. His appointment as an Executive Director was approved by Shareholders through Postal Ballot on February 07, 2024;

Mr. Paras Savla (DIN: 00516639) was appointed as Additional Independent Director on December 27, 2023 for a period of five years i.e. till December 26, 2028, subject to approval of Shareholders. His appointment as Independent Director was approved by Shareholders through Postal Ballot on February 07, 2024;

Mr. Paresh Davda (DIN: 08303849) resigned as an Independent Director w.e.f. close of business hours of w.e.f. close of business hours of July 24, 2023;

Mr. Kaushik Mehta (DIN: 08607881) resigned as Non-Executive Director w.e.f. close of business hours of July 24, 2023;

Mr. Abhishek Bansal (DIN: 01445730) resigned as Chairman and Managing Director of the Company w.e.f. close of business hours of November 13, 2023;

Mrs. Punita Suthar (DIN: 08815944) resigned as Non- Executive Director of the Company w.e.f. close of business hours of December 27, 2023.

There have been no changes in the composition of the Board of Directors after the closure of the Financial Year under review upto the date of this Report.

(c) Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Zope (DIN: 07870467), Executive Director of the Company, is liable to retire from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI LODR Regulations and Secretarial Standard-2, a detailed profile of the Director seeking appointment/ reappointment is provided in the Notice of the ensuing Annual General Meeting of the Company.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were Key Managerial Personnel of the Company as on March 31, 2024:

1) Mr. Kayomarz Sadri, Whole-Time Director and Chief Executive Officer

2) Mr. Anurag Kanwatia, Chief Financial Officer.

3) Ms. Mahiti Rath, Company Secretary and Compliance Officer

Ms. Deepika Gala was appointed as Company Secretary and Compliance Officer w.e.f. April 05, 2023;

Ms. Deepika Gala resigned as Company Secretary and Compliance Officer, w.e.f. close of business hours of December 27, 2023;

Ms. Mahiti Rath was appointed as Company Secretary and Compliance Officer w.e.f. December 27, 2023;

Ms. Reshma Gwalani resigned as Chief Financial Officer w.e.f. close of business hours of May 11, 2023;

Mr. Anurag Kanwatia was appointed as the Chief Financial Officer w.e.f. July 24, 2023.

The Board places on record its appreciation for Ms. Deepika Gala and Ms. Reshma Gwalani for their invaluable contribution and guidance during their tenure as Company Secretary and Compliance Officer and Chief Financial Officer, respectively.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received the necessary declaration from all Independent Directors, pursuant to the provisions of Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI LODR Regulations, and 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 Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the Databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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 and have the 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 framed by the Company for Board of Directors.

The Company has received a certificate from M/s. S. P. Date & Associates, Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory authority.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, SEBI LODR Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board of Directors have carried out an annual evaluation of the Board, Board Committees, and individual Directors.

The manner in which the evaluation was carried out has been set out in the Corporate Governance Report, which forms part of this Annual Report. The criteria for performance evaluation is broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017.

Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations, the Independent Directors of your Company, at their Meeting held on May 27, 2024, evaluated the performance of Non-Independent Directors, the Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board.

Outcome of the Performance Evaluation

The Directors of the Company were satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the induction and familiarization programme are available on the Company's website i.e. https://www.abansenterprises. com/corporate-policies.

Board of Directors

8 (Eight) meetings of the Board of Directors were held during the year. Details of Board, its meetings, composition and the attendance of Directors are provided in Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

The Company has following 3 (three) statutory committees in compliance with the requirements of the Act and SEBI LODR Regulations:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Stakeholders Relationship Committee.

Details of composition in the committee during the year, changes therein, number of meetings held and attendance of Committee Members thereof during the Financial Year under review are provided in Corporate Governance Report, which forms part of this Annual Report.

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.

Audit Committee

The Audit Committee comprises of three members, with majority of Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met six times during the year. All recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of three members, all members of which are Non-Executive Directors and two-third members are Independent Directors. The Committee met six times during the year.

The Committee has formulated the Nomination, Remuneration & Performance Evaluation Policy under the provisions of Section 178(3) of the Act.

Stakeholders Relationship Committee

Stakeholders Relationship Committee of Directors comprises of three members, with majority of Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met once during the year.

NOMINATION, REMUNERATION & PERFORMANCE EVALUATION POLICY

The Company has a Nomination, Remuneration & Performance Evaluation Policy for appointment, remuneration and evaluation of performance of Directors, Key Managerial Personnel and Senior Management pursuant to Section 178 of the Companies Act, 2013 and SEBI LODR Regulations.

Following are the salient features of the policy:

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 the appointment criteria and qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the same is available on the website of the Company at https://www.abansenterprises. com/corporate-policies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, belief and according to the information and explanations obtained from the operating management, state that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2024, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

Statutory Auditors

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members at the Annual General Meeting of the Company held on September 29, 2015, appointed M/s. Paresh Rakesh & Associates, Chartered Accountants (Firm Registration No. 119728W) as Statutory Auditor of the Company to audit the books of account of the Company for a term of five (5) years for the financial years 2014-15 to 2019-20 and to hold office i.e. till the conclusion of Annual General Meeting of the Company held for the financial year ended 2020.

Further, the Members at the Annual General Meeting of the Company held on September 29, 2020, appointed M/s. Paresh Rakesh & Associates, Chartered Accountants (Firm Registration No. 119728W) as Statutory Auditor of the Company to audit the books of account of the Company for their second term of five (5) years for the financial years 2020-21 to 2024-25 and to hold office i.e. till the conclusion of Annual General Meeting of the Company to be held for the financial year ended 2025.

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

Secretarial Auditor

Pursuant to the provisions of Section 204(1) 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, Practising Company Secretaries (CP No. 14247), to conduct the Secretarial Audit of the Company for the Financial Year under review.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, on recommendation of the Audit Committee, the Board had appointed M/s. Jain Chowdhary & Co, Chartered Accountants, as Internal Auditor for the Financial Year under review to conduct Internal Audit of the various areas of operations and records of the Company.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, conducting Cost Audit or maintenance of cost records are not applicable to the Company as it is principally engaged in the trading business.

Statutory Auditor's Report

The Statutory Auditor's Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company forms part of this Annual Report. The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Notes to Accounts and Auditor's remarks in their Report are self-explanatory and do not call for any further comments under Section 134(3)(f) of the Act.

Annual Secretarial Compliance Report

The Annual 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 (LODR) was obtained from M/s. S. P. Date & Associates, Practicing Company Secretaries. The same was submitted to stock exchanges within the given time frame. The report is available on the website of the Company at https:// www.abansenterprises.com/secretarial-compliance-report

Secretarial Audit Report

The Company has generally complied with the Secretarial Standards and the Secretarial Audit Report in Form MR-3 for Financial Year under review is annexed to this Report.

The Secretarial Audit Report for Financial Year 2023-24 issued by M/s. S. P. Date & Associates, Practicing Company Secretaries is annexed herewith as "Annexure I". The observations furnished by the Secretarial Auditor are mentioned below along with the Board's response to these observations given in italics: The Company had proposed to get its Equity Shares listed on the National Stock Exchange of India Ltd. (NSE) and accordingly, had made an application to NSE for its in-principle approval. The said fact was intimated to the BSE and MSEI where the Company's Equity Shares are already listed. NSE had sought further information from the Company which was not submitted within stipulated time period and hence NSE returned the Company's application. As informed to us, the management did not consider return of Company's application as a material event and accordingly did not intimate the same to the BSE and MSEI.

Board's response- The Company has applied to National Stock Exchange of India Ltd. (NSE) for listing of its equity shares. NSE had sought further information from the Company regarding the listing criteria. However, since the Company did not comply with the criteria mentioned by them, the Company decided to not go ahead with the application. Hence, NSE returned the Company's application. Since the return of application was due to non- fulfilment of the listing criteria, the Company did not consider it as a material event and accordingly did not intimate the same to the BSE and MSEI.

Securities and Exchange Board of India (hereinafter referred to as "SEBI") had conducted an investigation in the matter of trading activities of certain entities in the scrip of the Company to ascertain whether certain entities had traded in the aforesaid scrip during the period from March 04, 2016 to February 28, 2020 (hereinafter referred to as the "Investigation Period") and violated provisions of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 ("PFUTP Regulations") and Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act"). The Company, Mr. Abhishek Bansal, the Promoter, and some other entities have traded during the investigation period and are alleged to have been connected with each other. There had been a hearing in the matter and the noticees to the SEBI Show Cause Notice dated 29/8/2023 have been asked to submit reply. The Company and the Promoter have submitted their respective applications dated 26/9/2023 to the Settlement Division, Enforcement Department 2, SEBI and the same are pending before the said authority.

Board's response- The Company had received a show cause notice from SEBI under sections 11(1), 11B(1), 11B(2), 11(4) and 11(4A) read with sections 15A(b) and 15HA of Securities and Exchange Board of India Act, 1992 in the matter of trading activities of certain entities in the scrip of the Company. The initial hearing of application with SEBI was held and the Company was asked to file a reply with SEBI and the same is under process. The Company updated the Board on the matter from time to time.

The Company has during the audit period constituted an Executive Committee to which certain powers of the Board under section 179(3)(d), (e) and (f) were delegated. But the Company has inadvertently missed filing of Form MGT-14 in relation to constitution of the Executive Committee as aforesaid. We were informed that the Company was in the process of filing an application for condonation of delay in filing Form MGT-14 with MCA.

Board's response- The Company has during the audit period constituted an Executive Committee to which certain powers of the Board under section 179(3)(d), (e) and (f) were delegated. Filing of the above resolution for formation of the Executive Committee with the ROC in Form MGT-14 was inadvertently missed. The Board has approved making an application under Section 117 and 441 of the Companies Act, 2013 for condonation of delay in filing of Form MGT-14 and the same is under process.

Secretarial Audit Report of Material Subsidiaries

As per provisions of Section 204 of the Act and SEBI LODR Regulations, Secretarial Auditor of the material subsidiary of the Company i.e. Abans Jewels Limited has undertaken Secretarial Audit and their Secretarial Audit Report for Financial Year 2023-24 is annexed herewith as "Annexure II". The Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimers.

Internal Audit Report

The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

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 Audit of the Company is carried out on a quarterly basis to check the internal controls and functioning of the activities and recommend ways of improvement and the reports are placed every quarter before the Audit Committee and Board for review and consideration. The Audit Committee also the adequacy and effectiveness of internal controls.

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 Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. 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. 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.

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.

A certificate from M/s S. P. Date & Associates., Practicing Company Secretaries (CP No. 14247), regarding compliance with the conditions of Corporate Governance, as stipulated under SEBI LODR Regulations, forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company and its businesses is provided in the Management Discussion and Analysis, which forms part of the Annual Report.

RISK ASSESSMENT AND MANAGEMENT

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company's governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. The Company has been on a continuous basis reviewing and streamlining its various operational and business risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks.

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

In compliance with the provisions of section 177(9) & (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a Whistle Blower Policy/ Vigil Mechanism for Directors and Employees to report concerns, the details of which are covered in the Corporate Governance Report which forms part of Annual Report. The said policy is available on the website of the Company at https://www. abansenterprises.com/corporate-policies.

LOANS, GUARANTEES OR INVESTMENTS

The loans, investments, guarantees or securities, made by the Company up to the end of the year under review were within the limits approved in Special Resolution passed on September 27, 2023 by the Shareholders. Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR Regulations, particulars of loans, guarantees given and investments made by the Company during Financial Year under review which are stated in the notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year under review, all the related party transactions were entered into on arm's length basis, in the ordinary course of business and are in compliance with Section 188 and applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR Regulations. Contracts/ arrangements/ transactions which were material, were entered into with related parties in accordance with the Policy of the Company on dealing with Related Party Transactions and with approval of Shareholders. The Company had not entered into any contracts/ arrangements/ transactions with related parties which is not at arm's length. Disclosure 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, is annexed as "Annexure III" forms part of 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.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees is kept open for inspection during working hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the Company, and the Report & Accounts are being sent to all the Members of the Company, excluding the aforesaid particulars of employees. Any Member interested in obtaining such details may write to the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and ration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure IV".

Mr. Kayomarz Sadri, Whole-Time Director & CEO of the Company has received the remuneration and/or commission from the subsidiary company - Abans Jewels Limited. Since, the Company doesn't have any holding company, there does not arise a circumstance of any remuneration or commission from holding company.

LISTING WITH STOCK EXCHANGES

The Company continues to be listed on BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI). The Company has paid the Annual Listing Fees for the year 2024-25 to BSE & MSEI.

CONSERVATION OF ENERGY, 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, following

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 utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when the need arises.

iii. The Capital Investment on energy conversation equipment - No Capital Investment 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 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-

During the financial year under review, there has been no earnings and outgo in foreign exchange.

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a Board approved Code of Conduct to regulate, monitor and report trading by insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. Further details on the same forms part of the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company 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 under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year under review the Company, there was no complaint pending and no complaint was received for sexual harassment. There are no pending complaints of sexual harassment at the end of the Financial Year under review.

REPORTING OF FRAUD BY AUDITORS

During the Financial Year under review, none of the Auditors have reported any instances of frauds in the Company by its officers or employees, to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 Financial Year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied 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 issue of Employee Stock Option Plan to the employees of the Company under any scheme.

ii) there was no issue of shares (including sweat equity shares) to employees of our Company under any scheme.

iii) 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

iv) there was no issue of shares with differential rights.

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

vi) no significant or material orders were passed by the Regulators or Hon'ble Courts or Tribunals which impact the going concern status and Company's operations in future. vii) no credit rating has been obtained by the Company with respect to its securities.

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

ix) there was no failure to implement any corporate action.

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

CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the 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. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

APPRECIATION

The Directors place on record their sincere gratitude and appreciation for all the employees of the Company. Company's consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for the continued cooperation, guidance, support and assistance extended during the Financial Year under review by our bankers, authorities, financial institutions, shareholders, regulatory and government authorities.

For and on behalf of the Board of Directors Abans Enterprises Limited