Directors Report of Abans Enterprises Ltd.

Mar 31, 2025

The Board of Directors of Abans Enterprises Limited (“the Company" or “AEL") are pleased to present the 39^th (Thirty-Ninth) Annual Report along with the Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31, 2025 (“Financial Year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s Standalone and Consolidated financial performance for the financial year ended March 31,2025 as compared to the previous financial year is summarised below:

('' in Lakhs)
Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations Other income	10,545.39 255.75	5,125.83 111.36	3,84,976.04 2,839.85	1,77,084.10 469.15
Total income	10,801.14	5,237.19	3,87,815.89	1,77,553.25
Profit before Interest, Depreciation and Taxes Less: Finance cost Less: Depreciation and amortisation expenses	1,122.04 681.01 0.99	748.94 476.57 0.16	5,176.98 1,811.82 210.91	3,472.94 1,203.16 168.76
Profit Before Tax	440.04	272.21	3,154.25	2,101.02
Less: Provision for Tax Current Tax Deferred Tax Short provision of tax relating to earlier years	155.62 (38.28) 5.34	61.91 7.99	1,308.97 (90.27) 50.94	528.21 597.01
Profit After Tax	317.36	202.31	1,884.61	975.80
Other Comprehensive Income / (Loss) (Net of Tax)	(0.41)	0.30	175.37	126.73
Total Comprehensive Income	316.95	202.61	2,059.98	1,102.53

FINANCIAL PERFORMANCE OF THE COMPANY

Review of Standalone Results

During the year under review, the Company delivered robust financial performance, driven by strong top-line growth and healthy margin expansion:

• Standalone Total Income increased by 106% to '' 10,801.14 Lakhs compared to '' 5,237.19 Lakhs in the previous financial year.

• Profit Before Tax increased by 62% to '' 440.04 Lakhs, versus '' 272.21 Lakhs in the previous financial year.

• Profit After Tax increased by 57% to '' 317.36 Lakhs, compared to '' 202.31 Lakhs in the previous financial year.

This year-on-year surge underscores our strong operational execution and positions us well for continued value creation for shareholders.

Review of Consolidated Results

During the year under review, the Company delivered strong consolidated financial performance, reflecting sustained growth across key business segments:

• Consolidated Total Income surged to '' 3,87,815.89 Lakhs, registering a growth of 118% over '' 1,77,553.25 Lakhs in the previous year.

• Profit Before Tax increased by 50% to '' 3,154.25 Lakhs, from '' 2,101.02 Lakhs in the previous financial year.

• Profit After Tax increased by 93% to '' 1,884.61 Lakhs, compared to '' 975.80 Lakhs in the previous financial year.

This strong financial performance highlights the Company''s solid fundamentals and its commitment to delivering long-term value to shareholders.

ACCOUNTING METHOD

The financial statements of the Company for financial year ended March 31, 2025, 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), the Audited Standalone and Consolidated Financial Statements of our Company for the Financial Year ended March 31, 2025, 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 the end of the previous financial year i.e. March 31, 2024 was '' 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of '' 10/- (Rupees Ten Only) each.

The Paid up Capital of the Company was '' 13,94,97,760/-(Rupees Thirteen Crores Ninety Four Lakhs Ninety Seven Thousand Seven Hundred Sixty Only) divided into 1,39,49,776 Equity Shares of '' 10/- (Rupees Ten Only) each fully paid up.

During the Financial Year under review, the Company sub-divided/ split its existing Equity Shares, such that 1 (one) equity share having face value of '' 10/- (Rupees ten only) each, fully paid-up, was sub-divided into 5 (five) equity shares having face value of '' 2/- (Rupees two only) each, fully paid- up, ranking pari-passu in all respects, which was approved by the Equity Shareholders through Postal Ballot on September 14, 2024.

Accordingly, the Authorised Share capital of the Company as on March 31, 2025 is '' 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 7,50,00,000 Equity Shares of '' 2/-(Rupees Two Only) each. The Paid up Capital of the Company is '' 13,94,97,760/- (Rupees Thirteen Crores Ninety Four Lakhs Ninety Seven Thousand Seven Hundred Sixty Only) divided into 6,97,48,880 Equity Shares of '' 2/- (Rupees Two Only) each fully paid up.

Further, during the Financial Year under review, the Company introduced the Abans Enterprises Limited Employees Stock Option Scheme 2025 (“AEL ESOS 2025" / “the Scheme") for the benefit of eligible employees of the Company, and extension of its benefits to Employees of Subsidiary Companies and Holding Company, if any, which was approved by the Equity Shareholders through Postal Ballot on March 15, 2025.

During the Financial Year under review, Company has neither granted sweat equity shares or stock options under the aforesaid scheme or any other employee benefit scheme, nor issued shares with differential voting rights.

DEPOSITORY

As on March 31,2025, 97.48% of the Company''s paid-up Equity Share Capital representing 6,79,92,080 Equity Shares of '' 2/-each is held in dematerialised mode and 17,56,800 equity shares of '' 2/- each representing 2.52% of paid-up share capital is 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 31,2025, the Company has 2 (Two) subsidiaries and 1 (One) step-down subsidiary and no associate or joint venture companies within the meaning of Section 2(6) of the Act.

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 ("AJL")

Abans Jewels Limited (“AJL"), set up in 2012, is a public company and wholly owned subsidiary of AEL engaged in the business of trading in precious metals as well as base metals. The Company not only deals in physical commodities but also 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 jeweler 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.

During the year under review, AJL recorded a revenue of '' 3,58,231.03 Lakhs (previous year: '' 1,34,755.37 Lakhs) and registered profit before tax of '' 5,031.11 Lakhs (previous year: '' 4,179.71 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, SIL recorded a revenue of '' 180.71 Lakhs (previous year: '' NIL) and registered profit/(loss) before tax of '' 155.77 Lakhs (previous year: (11.57) Lakhs).

c) Abans Gems & Jewels Trading FZC, UAE (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 '' 19,446.68 Lakhs (previous year: '' 37,569.66 Lakhs) and registered profit/(loss) before tax of '' (2,472.67) Lakhs (previous year: (2,339.32) Lakhs).

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

Contribution of the subsidiaries to overall performance of AEL

Abans Jewels Limited along with its subsidiary Abans Gems and Jewels Trading FZC have always been the major contributors of Revenue and Profits. Abans Jewels Limited 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.

The Board of Directors have approved a Scheme of Amalgamation (''Scheme'') between Abans Jewels Limited, wholly owned subsidiary with Abans Enterprises Limited on November 08, 2024. The company has intimated the same to the Stock Exchanges and the Scheme has been filed with Hon''ble National Company Law Tribunal, Mumbai. The final order approving the scheme is awaited as on the date of this report.

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 CFS, 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 Listing Regulations, Abans Jewels Limited (“AJL") and Abans Gems and Jewels Trading FZC (“AGJT") are considered as Material Subsidiaries of the Company as on March 31, 2025.

As required under Regulation 16(1 )(c) and 46 of the Listing Regulations, 2015, the Board of Directors have approved the Policy for Determining Material Subsidiary(ies) (“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, there was no further investment in subsidiaries.

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, 2025 is available on the website of the Company at https://www.abansenterprises. com/annual-return.

DIRECTORS AND KEY MANAGERIAL PERSONNELBoard of Directors(a) Composition of the Board

The Company''s Board of Directors consists of 6 (six) Directors as on date of this Report comprising:

(i) Three Non-Executive Independent Directors, one of whom is a Women Independent Director;

(ii) One Non-Executive Non-Independent Director; and

(iii) Two Executive Directors one of whom serves as the Whole Time Director & Chief Executive Officer.

The Board of the Company as on end of the financial year i.e. March 31, 2025 is as under:
Name of the Director	DIN	Designation	Date of appointment
Mr. Kayomarz Sadri	07889169	Whole-Time Director & Chief Executive Officer	July 12, 2023
Mr. Deepak Zope	07870467	Executive Director	November 13, 2023
Dr. Anita Shantaram	00786517	Woman Independent Director	July 24, 2023
Mr. Paras Savla	00516639	Independent Director	December 27, 2023
Mr. Sanjiv Swarup	00132716	Independent Director	April 05, 2023
Ms. Shardul Chaturvedi	08511608	Non-Executive Director	April 05, 2023

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, there were no changes in the Board Composition of the Company.

After the closure of the Financial Year under review and upto the date of this report, following were the changes in the Board Composition of the Company:

• Mr. Anurag Kanwatia (DIN: 11069031) was appointed as an Additional Director (Executive), in addition to his current position as the Chief Financial Officer of

the Company on May 14, 2025, subject to approval of shareholders. He holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member signifying Mr. Anurag Kanwatia to the office of Director.

• Mr. Deepak Zope (DIN: 07870467) resigned as an Executive Director of the Company w.e.f. close of business hours of May 14, 2025.

(c) Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Shardul Chaturvedi (DIN: 08511608), NonExecutive Director of the Company, is liable to retire by rotation from the Board and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2, a detailed profile of the Directors 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 31,2025:

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

2) Mr. Anurag Kanwatia, Chief Financial Officer; and

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

During the Financial Year under review and upto the date of this report, there were no changes in the positions of the KMPs.

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 Listing 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 Listing 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 D. A. Kamat & Co., Company Secretaries pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, 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. The same forms part of the Corporate Governance Report forming part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual evaluation of the Board as a whole, Board Committees, Individual Directors and Chairman.

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 05, 2017.

Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company, at their Meeting held on April 08, 2025, evaluated the performance of Non-Independent Directors, Chairman and 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

MEETINGS OF THE BOARD AND ITS COMMITTEES Board

5 (Five) 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 Listing Regulations:

(i) Audit Committee,

(ii) Nomination, Remuneration and Compensation Committee,

(iii) Stakeholders Relationship Committee.

Details of composition of 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 3 (three) members, two-third members of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 4 (four) times during the financial year All recommendations of the Audit Committee have been accepted by the Board.

Nomination, Remuneration and Compensation Committee

The Company has a Nomination, Remuneration and Compensation Committee comprising of 3 (three) members, of which all members are Non-Executive Directors and two-third members are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 2 (two) times during the financial year.

The Committee was renamed from ''Nomination and Remuneration Committee'' to ''Nomination, Remuneration and Compensation Committee'' by the Board at their meeting held on November 08, 2024.

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

Stakeholders Relationship Committee

Stakeholders Relationship Committee of Directors comprises of 3 (three) members, including one Independent Director. The Chairman of the Committee is an Independent Director. The Committee met once during the financial 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 Listing 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;

• Provides a criteria for selection based on integrity, qualifications, and experience

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

• To evaluate the performance of the Board, Committees, and individual Directors and provide necessary report to the Board for further evaluation;

• Constitution of a Nomination & Remuneration Committee to oversee appointments, evaluations, and remuneration.

• 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(3)(c) and 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, 2025, 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.

AUDITORS Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,

2014, the Members at the Annual General Meeting (AGM) 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 and to hold office i.e. till the conclusion of AGM of the Company held in the year 2020.

Further, the Members at the AGM 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 and to hold office i.e. till the conclusion of AGM of the Company to be held for the financial year ended 2024-25 i.e. the ensuing AGM. Pursuant to Section 139(2), their 2 (two) terms of five years each shall be completed at the ensuing AGM.

The Company on recommendation of the Audit Committee, at its Board meeting dated June 27, 2025, has approved the appointment of M/s Class & Co. (Previously known as M/s. Chaturvedi & Agrawal), Chartered Accountants (Firm Registration No.: 101717W), as Statutory Auditors of the Company, to audit the books of account of the Company for a period of five (5) years from the conclusion of AGM of the Company to be held for the financial year ended 2024-25 i.e. from the ensuing AGM till the conclusion of AGM of the Company to be held for the financial year ended 2028-29 and their appointment is recommended for approval of the Shareholders at the ensuing Annual General Meeting of the Company.

M/s Class & Co. (Previously known as M/s. Chaturvedi & Agrawal), Chartered Accountants have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141 of the Companies Act, 2013, Listing Regulations and have affirmed their independent status

Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed D. A. Kamat & Co., Company Secretaries (P.R. No. 1714/2022), to conduct the Secretarial Audit of the Company for the financial year 2024-25.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity can appoint individual as Secretarial Auditor for one term of five consecutive years and a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM.

Accordingly, the Company on recommendation of the Audit Committee, at its Board meeting dated May 14, 2025, has approved the appointment of D. A. Kamat & Co., Company Secretaries (P.R. No. 1714/2022), as Secretarial Auditors of the Company for a period of five (5) years to conduct Secretarial Audit for the financial year ended 2025-26 to financial year ended 2029-30 and their appointment is recommended for approval of the Shareholders at the ensuing Annual General Meeting of the Company. D. A. Kamat & Co., Company Secretaries have confirmed that they meet the eligibility criteria.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 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 of the Company to conduct Internal Audit of the various areas of operations and records of the Company for the Financial Year 2024-25.

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 trading business.

AUDITORS'' REPORTS Statutory Auditors'' Report

The Statutory Auditor''s Report on the Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended March 31,2025 forms part of this Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Notes to Accounts and Auditors'' 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, 2025 in relation to compliance of all applicable Listing Regulations / Circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations was obtained from D. A. Kamat & Co., Company Secretaries (P.R. No. 1714/2022). The same was submitted to stock exchanges within the given timeframe. The report is available on the website of the Company at https://abansenterprises.com/secretarial-compliance-report.

Secretarial Audit Report

The Company has, to the extent applicable, complied with the Secretarial Standards issued by the ICSI. The Secretarial Audit Report in Form MR-3 for the financial year under review forms part of this Annual Report as an annexure.

The Secretarial Audit Report for Financial Year 2024-25 issued by D. A. Kamat & Co., Company Secretaries (P.R. No. 1714/2022) is annexed herewith as “Annexure I". The report does not contain any qualification, reservation or adverse remark.

Secretarial Audit Report of Material Subsidiaries

As per provisions of Section 204 of the Act and Listing 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 2024-25 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 reviews 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 organisation''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 Listing Regulations, forms part of the Annual Report.

A certificate from D. A. Kamat & Co., Company Secretaries (P.R. No. 1714/2022), regarding compliance with the conditions of Corporate Governance, as stipulated under Listing 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.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Risk Management Policy

To identify, assess and manage risks effectively, the company has developed a Risk Management Policy. The same is uploaded on the website of the Company at https://abansenterprises. com/corporate-policies.

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 Listing Regulations, particulars of loans, guarantees given and investments made by the Company during Financial Year under review 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 Listing 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, 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 Listing 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 Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure IV".

Mr. Kayomarz Sadri, Whole-Time Director & CEO and Mr. Deepak Zope, Executive Director of the Company (resigned w.e.f. May 14, 2025) 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.

EMPLOYEE STOCK OPTIONS SCHEME (ESOS)

The Shareholders of the Company had, through Special Resolution passed by Postal Ballot on March 15, 2025, approved the introduction and implementation of the AEL Employee Stock Option Scheme, 2025 ("AEL ESOS 2025) and extension of benefits of AEL ESOS 2025 to the Employees of the Subsidiary Companies and Holding Company, if any, in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations") and authorised the Board / Nomination, Remuneration and Compensation Committee to issue to the eligible employees, such number of Options under the AEL ESOS 2025, as would be exercisable into, not exceeding not 69,74,888 (Sixty Nine Lakhs Seventy

Four Thousand Eight Hundred and Eighty Eight) fully paid-up equity shares of '' 2/- each in the Company .

During the financial year under review and upto the date of this report, no grants were made under the AEL ESOS 2025. The AEL ESOS 2025 is being administered and monitored by the Nomination Remuneration & Compensation Committee of the Company. The scheme is in compliance with the SBEBSE Regulations. The compliance certificate under Regulation 13 SBEBSE Regulations issued by Secretarial auditor of the Company, D.A. Kamat & Co., Company Secretaries, shall be made available for inspection in accordance with statutory requirement. Disclosures as required under the SBEBSE Regulations, with respect to the AEL ESOS 2025, as on March 31, 2025 are available on the Company''s website at https://abansenterprises.com/ael-esos-2025. The relevant disclosures as per applicable accounting standard forms part of the notes to the Standalone Financial Statements and Consolidated Financial Statements of the 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 2025-26 to BSE & MSEI respectively.

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 utilising 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, the company had Foreign Exchange Earnings of '' 8,67,568/- and Foreign outgo of '' 29,32,97,621/-.

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 implemented a Prevention of Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and 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.

The details of number of Sexual Harassment Complaints are as mentioned below:

Sr No.	Particulars	Number of Complaints
1.	Number of Sexual Harassment Complaints received	0
2.	Number of Sexual Harassment Complaints disposed off	0
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	0

DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961

In accordance with the provisions of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and in compliance with the Maternity Benefits Act, 1961, the Company hereby discloses that it has complied with all applicable provisions related to maternity benefits during the financial year under review.

The Company is committed to fostering a supportive and inclusive work environment for all its employees. In line with the provisions of the Maternity Benefits Act, 1961, the Company has:

• Granted paid maternity leave to eligible women employees as per statutory requirements;

• Provided the option of work-from-home where applicable, in accordance with the nature of work and organisational needs;

• Ensured that no woman employee was dismissed or suffered any loss of employment due to her maternity leave;

• Maintained all necessary records and registers as required under the Act; and

• Ensured the display of necessary notices in the workplace regarding maternity benefits available under the Act.

• Supported returning mothers through flexible work arrangements and awareness initiatives to create an inclusive workplace culture.

The Company further assures that it will continue to uphold the rights and welfare of women employees by strictly adhering to the provisions of the Maternity Benefits Act, 1961.

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.

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 Listing Regulations, the Company discloses that during the Financial Year under review:

i) 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.

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

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

iv) 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.

v) No credit rating was required to be obtained by the Company with respect to its securities.

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

vii) there was no failure to implement any Corporate Action.

viii) 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 co-operation, guidance, support and assistance extended during the Financial Year under review by our bankers, authorities, financial institutions, shareholders, regulatory and government authorities.

---

Mar 31, 2024

The Directors hereby present the 127^th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current year	Previous year
	01.04.2023	01.04.2022 to
	to 31.03.2024	31.03.2023
	('' in lakhs)	ft in lakhs)
Profit before Depreciation and tax.........................................	(500.29)	2477.56
Less: Depreciation for the current year.....................................	257.86	248.96
Profit before Tax .....................................................................	(758.15)	2228.60
Current Tax................................................................................	—	200.00
Excess/Short Tax Provision of earlier years written back.........	554.51	—
Profit after Tax .........................................................................	(203.64)	2028.60
Remeasurements of the defined benefit Plans ........................	(69.73)	8.91
Net Profit...................................................................................	(273.37)	2037.51
Balance brought forward from previous year.............................	13,360.63	12931.34
Sub total....................................................................................	13,087.26	14968.85
Less : Interim Dividend @ 16% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 35% for the Financial Year 2021-22).................	(514.63)	(1125.75)
Less : Final Dividend @ 5% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 15% for the Financial Year 2021-22).................	(160.82)	(482.47)
Balance ....................................................................................	12,411.81	13360.63
Less : Interim Dividend @ 10% on 6,43,28,941 Equity Shares for the Financial Year 2023-24 (Liability)...........	(321.64)	—
Retained Earnings as on 31.3.2024........................................	12,090.17	13360.63

The Board of Directors in their Meeting held on 15^th March, 2024, have declared an interim dividend of '' 0.50 per equity share of '' 5/- each for the year ended 31^st March, 2024. Interim dividend is debited during the year ended 31^st March, 2024, as a liability. Further, the Board of Directors have recommended a final dividend of '' 0.55 per equity share of '' 5/- each for the financial year ended 31^st March, 2024 and is subject to approval of members at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:TRADING DIVISION

For the Financial Year April, 2023 to March, 2024 under review, the Company has achieved a textile trading turnover of '' 1881.48 lakhs in comparison with '' 1567.65 lakhs for the previous financial year.

The school uniform business is performing well and the Company proposes to reintroduce few products such as bed sheets, towel etc. along with some institutional business and we are hopeful of better performance in the coming years.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises assets which are in excess of business needs, which the Company would liquidate based on market conditions.

SALE OF PROPERTY

During the year, the Company has sold 5 Row houses of Sandeep Park Cooperative Housing Society Limited at Deonar, Mumbai at an aggregate consideration of '' 10 crores.

ACCOUNTS

The Financial Statements of your Company for the financial year 2023-24, are prepared as per Indian Accounting Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013 (“the Act”), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March 2024, is '' 32,16,44,705/- comprising 6,43,28,941 Shares of '' 5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, sweat equity shares and has not granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the financial year under review and primarily undertakes trading activity. Therefore, the business of the Company is not power / technology intensive. Accordingly, there is no information to submit in respect of conservation of energy and absorption of technology. The Company is, however, constantly pursuing technological upgradation in a cost-effective manner for delivering quality customer service.

The Company has no foreign exchange earnings and there was foreign exchange outgoing of '' 206.81 lakhs towards payment of Dividend during the financial year under review.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31^st March, 2024. The Company has not accepted any public deposits under Chapter V of the Act and rules made thereunder.

However, the Company has taken loan from Non-Banking Financial Institution which is exempt from the definition of ‘deposit’ under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in Note No.21 to the standalone financial statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors’ Responsibility Statement, the Directors of your Company hereby state and confirm that:

(a) i n the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However, your Company has following Wholly-owned Subsidiaries:

1. Standard Salt Works Limited.

2. Mafatlal Enterprises Limited.

During the current financial year, the Company does not have any material Subsidiary under Regulation 24A of SEBI (LODR )Regulation 2015.

During the current financial year, no new subsidiary was incorporated/acquired. The Company has not entered into a joint venture with any other company

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company

DONATIONS

During the Financial Year, the Company has donated a sum of '' 19.75 lakhs to various Charitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent re-appointment

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Act, Smt. Divya P Mafatlal (DIN : 00011525) is due to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers herself for reappointment.

B. Changes in Directors Re-appointment of Shri D.H. Parekh

The Members of the Company at the 126^th AGM held on 1^st August, 2023 have approved the reappointment of Shri D. H. Parekh as Executive Director for a term of 2 (two) years from 2^nd August, 2023 to 1^st August, 2025.

Appointment of Shri Ganpatrao Patwardhan

Based on the recommendation of the Nomination & Remuneration Committee (NRC) and the Board of Directors of the Company it is proposed to appoint Shri Ganpatrao Patwardhan (DIN 00520899) in the category of NonExecutive Independent Director of the Company w.e.f. 6^th August, 2024 for a term of 5 (Five) years, pursuant to the

provisions of Section 149,150 and 152 and other applicable provisions of the Companies Act, 2013 read with Regulation 16(1)(b), 17, 17(1A), 25(2A)and other applicable Regulations of the SEBI (LODR) Regulations, 2015 and Article 142 of the Articles of Association of the Company.

The Board is of the opinion that Shri Patwardhan possesses requisite expertise, integrity and experience as required for Independent Director Accordingly it is proposed to approve his appointment as an Independent Director of the Company for a period from 6^th August, 2024 to 5^th August, 2029, not liable to retire by rotation.

C. Declarations by Independent Directors and re-appointment:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 (Five) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI (LODR) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Shri D.H. Parekh — Member

Shri Shobhan Diwanji — Member

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Smt. Divya P. Mafatlal — Member

Shri Shobhan Diwanji — Member

The Committee has laid down the Company’s Policy on Directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act, the Company’s Policy on Directors’ appointment & remuneration is uploaded on the website of the Company at the link www.standardindust.ries.cn/pdf/ Nnminat.inn&Remunerat.innPnlicy.pdf

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes 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.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company’s internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information. Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (“IND AS”) pursuant to Ministry of Corporate Affairs Notification dated 16^th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports.

The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiaries (in Form AOC - 1) is annexed to the Financial Statements of the Company

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company’s website and can be accessed at http://www. standardindustries.cn/Annual-Return.html

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of the NRC, has carried out an annual performance evaluation of its own performance and that of its committees and that of the individual Directors, pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.st.andardindust.ries.cn/pdf/

FamiliarizationProgrammeforIndependentDirectors.pdf

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee.

It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company’s Code, including the operations of the Company The said Code has been displayed on the Company’s website www.standardindustries.co

There have been no cases of frauds which required the Statutory Auditors to report to the Audit Committee/ Board during the financial year under review.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises the following:

Shri Pradeep R. Mafatlal — Chairman

Smt. Divya P Mafatlal — Member

Shri D.H. Parekh — Member

Shri Khurshed Thanawalla — Member

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company’s website at link http://www.st.andardindust.ries.cn/pdf/ PolicvOnCorporateSocialResponsibilitv.pdf

The Company has also contributed a sum of '' 1,50,000 towards Corporate Social Responsibility (CSR) as per Schedule VII of the Companies Act, 2013, during the Financial Year 2023-24. During the year under review, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and accordingly was not required to contribute towards CSR activities under the Companies Act, 2013. However, the Company has voluntarily contributed the said amount towards CSR activities. Further, the board of directors of the Company have passed resolution to carry forward the excess CSR amount spent by the Company amounting to '' 1,50,000 to subsequent years as per the Companies (CSR) Rules, 2014.

The Company’s CSR and initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outlines of the CSR Policy of the Company and the initiatives undertaken by the Company’s CSR activities during the year are set out in Annexure ‘D’ of this Report in the format prescribed in the Corporate Social Responsibility (CSR) Policy Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report.

The Chief Financial Officer of the Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in the manner as approved by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act, are disclosed in Form No. AOC -2 (Please refer Annexure A to the Directors’ Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://www.standardindustries.co/pdf/ PolicyOnRelat.edPart.yTransact.ions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B. As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees’ remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI (LODR) Regulations 2015, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company.

Report of the Secretarial Auditor for the Company is annexed herewith as Annexure C. The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer.

RISK MANAGEMENT

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations 2015, is enclosed as Annexure to this Report.

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

M/s. R. S. Gokani & Co., (Firm Registration No.140229W) Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 126^th Annual General Meeting of the Company held on 1^st August, 2023 for a term of 5 (five) consecutive years till 131^st Annual General Meeting of the Company.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

---

Mar 31, 2023

The directors are pleased to present this the Thirty Seventh Annual Report together with the Standalone and Consolidated

Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year ended March 31, 2023 is summarized below:

PARTICULARS	STANDALONE (Rs. In Lakhs)		CONSOLIDATED (Rs. In Lakhs)
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	2,840.92	6,034.55	1,86,721.00	2,88,075.07
Other income	14.65	14.75	1,014.95	1,556.19
Profit before Interest, Depreciation and Taxes	333.77	381.46	2421.70	4282.69
Less: Finance cost	267.72	252.24	445.14	1033.62
Less: Depreciation and amortisation expenses	0.44	0.10	137.74	244.40
Profit Before Tax	65.61	129.12	1,838.82	3,004.67
Less: Provision for Tax	16.41	31.65	65.79	103.46
Profit After Tax	49.20	97.47	1,773.03	2,901.21
Other Comprehensive Income / (Loss)	(0.51)	2.22	711.35	265.11
(Net of Tax)
Total Comprehensive Income	48.69	99.69	2,484.38	3,166.32

2. FINANCIAL PERFORMANCE Standalone

During the year under review, the Company recorded standalone revenue from operations of Rs. 2,840.92 Lakhs as compared to Rs. 6,034.55 lakhs in the previous year. Profit before tax for the year under review was Rs. 65.61 lakhs as against Rs. 129.12 lakhs in the previous year. The profit after tax stood at Rs. 49.20 lakhs for the year under review as compared to the profit after tax of Rs. 97.47 lakhs in the previous year.

Consolidated

During the year under review, the Company recorded Consolidated revenue from operations of Rs. 1,86,721.00 Lakhs as compared to Rs. 2,88,075.07 lakhs in the previous year. Profit before tax for the year under review was Rs. 1,838.82 lakhs as against Rs. 3,004.67 lakhs in the previous year. The profit after tax stood at Rs. 1,773.03 lakhs for the year under review as compared to the profit after tax of Rs. 2,901.21 lakhs in the previous year.

3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT

The financial statements of the Company for financial year ended March 31, 2023, on a standalone and consolidated basis, have been prepared in compliance with the Companies Act, 2013 (the Act), applicable Accounting Standards 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.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Annual Report.

5. SHARE CAPITAL OF THE COMPANY

The Authorised Share capital of your Company as on March 31, 2023 was Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid up Capital of your Company was 13,94,97,760/- (Rupees Thirteen Crore Ninety Four Lakhs Ninety Seven Thousand Seven Hundred and Sixty only) divided into 1,39,49,776 Equity Shares of Rs. 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 has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

6. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The Information on the affairs of the Company has been provided in Management Discussion & Analysis Report forming part of this Annual Report.

7. DIVIDEND

The Board of Directors of the Company had declared Interim Dividend of Re. 0.10 (Ten paise) per equity share at the rate of 1% on 1,39,49,776 equity shares of the face value of Rs. 10/- each for the financial year 2022-23. The Board of Directors do not wish to declare final dividend for current year.

8 TRANSFER TO RESERVES

The Board of your Company do not wish to transfer any amount to the General Reserves and retain the entire amount of profit under Retained Earnings.

9. 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, 2023 is uploaded on website of the Company at http://www.abansenterprises.com/Investor?SearchField=Annual%20Return

10. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI Listing Regulations, 2015 is uploaded on website of the Company at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corpo-rate%20Policies

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

(b) They 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) They have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis.

(e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2022-23.

In the opinion of the Directors, the Independent Directors appointed since the close of the financial year under review are person of integrity and possess necessary expertise (including proficiency) and requisite experience.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)(a) Appointment, Re-appointment and Resignation of Directors:

Following were the changes in the Board of Directors of the Company since the close of financial year under review:-

• 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 confirmed 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 confirmed 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. He holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member signifying Mr. Kayomarz Sadri to the office of Director.

• 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. She holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member signifying Dr. Anita Shantaram to the office of Director.

• Mr. Mulchand Darji (DIN: 07756481) resigned as an Independent Director with effect from March 31, 2023;

• Mr. Shivshankar Singh (DIN: 07787861) resigned as a Non-Executive Director with effect from March 31, 2023;

• Mr. Paresh Davda (DIN: 08303849) resigned as an Independent Director with effect from July 24, 2023;

• Mr. Kaushik Mehta (DIN: 08607881) resigned as Non-Executive Director with effect from July 24, 2023;

(b) Director Retiring by Rotation:

As per the provisions of the Companies Act, 2013, Mrs. Shardul Damani (DIN: 08511608), the Non-Executive and Non-independent director, is liable to retire at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her re-appointment.

The necessary resolution for re-appointment of Mrs. Shardul Damani forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 27, 2023. The profile and particulars of experience, attributes and skills that qualify Mrs. Shardul Damani for Board membership, are disclosed in the said Notice.

(c) Independent Directors'' Declaration:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as independent directors of the Company. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have enrolled their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

(d) Changes in Key Managerial Personnel (KMP):

• Mr. Shobhan Mandulla resigned as Company Secretary and Compliance Officer, w.e.f close of business hours of March 31, 2023;

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

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

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

13. NUMBER OF MEETINGS OF THE BOARD

4 (Four) meetings of the Board were held during the year, the details of which are provided in the Corporate Governance Report, which forms a part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

14. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

15. AUDIT COMMITTEE

Pursuant to appointments and resignations of Directors, the composition of Committee comprise as follows:

Sr. No.	Constitution upto March 31, 2023		Constitution w.e.f. April 05, 2023
	Name of Directors	Designation	Name of Directors	Designation
1.	Mr. Mulchand Darji (Non-Executive Independent Director)	Chairperson	Mr. Paresh Davda (Non-Executive Independent Director)	Chairperson
2.	Mr. Paresh Davda (Non-Executive Independent Director)	Member	Mrs. Punita Suthar (Non-Executive Woman Independent Director)	Member
3.	Mrs. Punita Suthar (Non-Executive Woman Independent Director)	Member	Mr. Kaushik Mehta (Non-Executive Director)	Member

Pursuant to further appointments and resignations in the Board, at the Board meeting held on July 24, 2023, the Audit Committee was reconstituted and the composition of the Audit Committee as on the date of this report is as follows:-

Sr. No.	Name of Directors	Designation
1.	Dr. Anita Shantaram (Non-Executive Woman Independent Director)	Chairperson
2.	Mrs. Punita Suthar (Non-Executive Woman Independent Director)	Member
3.	Mrs. Shardul Damani (Non-Executive Director)	Member

The Committee met 4 (Four) times during the year under review, the details of which are given in the Corporate Governance Report forming part of this Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

16. NOMINATION AND REMUNERATION COMMITTEE

Sr. No.	Constitution upto March 31, 2023		Constitution w.e.f. April 05, 2023
	Name of Directors	Designation	Name of Directors	Designation
1.	Mr. Paresh Davda	Chairperson	Mr. Sanjiv Swarup	Chairperson
	(Non-Executive Independent Director)		(Non-Executive Independent Director)
2.	Mr. Mulchand Darji	Member	Mr. Paresh Davda	Member
	(Non-Executive Independent Director)		(Non-Executive Independent Director)
3.	Mrs. Punita Suthar	Member	Mrs. Shardul Damani	Member
	(Non-Executive Woman Independent Director)		(Non-Executive Director)

Pursuant to further appointments and resignations at the Board meeting held on July 24, 2023, the composition comprise as follows:-

Sr. No.	Name of Directors	Designation
1.	Mr. Sanjiv Swarup (Non-Executive Independent Director)	Chairperson
2.	Dr. Anita Shantaram (Non-Executive Woman Independent Director)	Member
3.	Mrs. Shardul Damani (Non-Executive Director)	Member

The Committee met 2 (Two) times during the year under review, the details of which are given in the Corporate Governance Report forming part of this Report.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Sr. No.	Constitution upto March 31, 2023		Constitution w.e.f. April 05, 2023
	Name of Directors	Designation	Name of Directors	Designation
1.	Mr. Mulchand Darji (Non-Executive Independent Director)	Chairperson	Mrs. Punita Suthar (Non-Executive Woman Independent Director)	Chairperson
2.	Mr. Abhishek Bansal (Chairman & Managing Director)	Member	Mr. Paresh Davda (Non-Executive Independent Director)	Member
3.	Mr. Paresh Davda (Non-Executive Independent Director)	Member	Mr. Abhishek Bansal (Chairman & Managing Director)	Member

Pursuant to further appointments and resignations at the Board meeting held on July 24, 2023, the composition comprise as follows:-

Sr. No.	Name of Directors	Designation
1.	Mrs. Punita Suthar (Non-Executive Woman Independent Director)	Chairperson
2.	Dr. Anita Shantaram (Non-Executive Woman Independent Director)	Member
3.	Mr. Abhishek Bansal (Chairman & Managing Director)	Member

The Committee met 2 (Two) times during the year under review, the details of which are given in the Corporate Governance Report forming part of this Report.

18. AUDITORS

i. Statutory Auditors

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 the members at the Annual General Meeting held on September 29, 2020, appointed M/s. Paresh Rakesh & Associates (Firm Registration No. 119728W) as Statutory Auditor of the Company for a period of five years i.e. till the conclusion of Annual General Meeting of the Company to be held in the year 2025.

M/s. Paresh Rakesh & Associates had furnished written confirmation to the effect that they are eligible and not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014.

ii. Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. P. Date & Associates, Practicing Company Secretaries (CP No. 14247), to undertake the Secretarial Audit of the Company for the financial year 2022-23.

iii. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, appointed M/s. Jain Chowdhary & Co, Chartered Accountants, Mumbai, as Internal Auditor for the financial year 2022-23.

iv. Cost Auditor

Your Company is principally engaged into Trading business. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

19. AUDIT REPORTS

i. Statutory Audit Report

The Statutory Audit Report does not contain any qualification, reservation, adverse comments or disclaimers. The notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

ii. Secretarial Audit Report

The Secretarial Audit Report for Financial year 2022-23 is annexed herewith as "Annexure I”. The Report contains following qualification as follows:-

The Board of Directors in its meeting held on 11/8/2022 passed a resolution u/s 180(1)(a) of the Companies Act, 2013 for disinvestment in Splendid International Ltd., Mauritius, a Wholly Owned Subsidiary of the Company. As required under SEBI (LODR), 2015 an intimation thereof was given to the BSE and MSEI where the Equity Shares of the Company are listed. However, the Company has failed to file the Board resolution in Form MGT-14 on the MCA portal. As informed to us by the management the proposed disinvestment transaction was not proceeded with.

Management response- The Board of Directors had in its meeting held on 11/08/2022 proposed to disinvest in Splendid International Ltd. Mauritius, a Wholly Owned Subsidiary of the Company, by passing Board resolution u/s 180(1)(a) of the Companies Act, 2013 and intimated the same to BSE and MSEI accordingly. However, the Board subsequently had withdrawn the decision of disinvestment of Splendid International Ltd and therefore, did not seek shareholders consent for the same. It continued to remain the Wholly Owned Subsidiary of the Company. Since, Company did not go ahead with the said disinvestment, Company did not file form MGT-14 on MCA portal.

iii. Secretarial Audit Report of Material Subsidiaries

The Secretarial Audit Report of Abans Jewels Limited, material subsidiary of the Company for Financial year 2022-23 is annexed herewith as "Annexure II”. The Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimers.

iv. Internal Audit Report

The Internal Audit are carried on a quarterly basis to check the internal controls and functioning of the activities and recommend ways of improvement and Reports are placed every quarter before the Audit Committee and Board for review and consideration.

20. 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.

21. RISK ASSESSMENT AND MANAGEMENT

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 involved in its business. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

22. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 2 (Two) subsidiaries and 1 (One) step down subsidiary and no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The following are the subsidiary companies and description of their main business activity:-

(i) Splendid International Limited is in the business of trading in commodities.

(ii) Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) is in the business of trading and manufacturing including export and import of precious / semi-precious stone studded gold and silver jewellery. The company also trades in debentures, securities and enters in to derivative contracts on recognized stock exchanges.

(iii) Abans Gems & Jewels Trading FZC (Formerly known as Abans Gems & Jewels Trading FZE) is the subsidiary of Abans Jewels Limited and therefore, it is step down subsidiary of the Company and is primarily engaged in the business of Gold trading, import & export, Jewellery trading, pearls and precious stones trading.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is annexed herewith as "Annexure III” to the Board''s report.

The statement also provides details of the performance and financial position of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website at http://www.abansenterprises.com/Investor?SearchField=Financial%20Statement%20of%20Subsidiaries

Material Subsidiaries

As required under Regulation 16(1)(c) and 46 of the SEBI Listing Regulations, the Board of Directors has 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 http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies. Accordingly, Abans Jewels Limited (Formerly known as Abans Jewels Private Limited) and Abans Gems and Jewels Trading FZC (AGJT) are material subsidiaries of the Company.

Investment in Subsidiaries

During the financial year under review, there were no further investments in Subsidiary Companies.

23. WHISTLE BLOWER/ VIGIL MECHANISM POLICY

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.abansenterprises.com/CorporatePolicies?SearchField=Corporate%20Policies

24. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2023 and the same forms part of this Annual Report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions were entered into on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. 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. The Company had not entered into any Contracts / arrangements / transactions with related parties which is 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.

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. Pursuant to SEBI Listing Regulations, the resolution seeking approval of the Member on material related party transactions with related parties including subsidiary companies, group companies, promoters etc. are being proposed at the ensuing Annual General Meeting. The Board recommends the said resolution for approval by the Members.

26. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and has been appended as "Annexure V” to the Board''s Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

The Board of Directors affirms that the remuneration paid to Senior Management of the Company is as per the Nomination and Remuneration Policy of the Company.

27. LISTING WITH STOCK EXCHANGES

Abans Enterprises Limited 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 2023-24 to BSE & MSEI respectively.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Conservation of Energy

a) 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.

b) 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.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution -Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign Exchange Earnings and Outgo - During the financial year under review, there has been no earnings and outgo in foreign exchange.

29. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public which are covered under sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

Your 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. Your Company was not in receipt of any complaint of sexual harassment. There are no pending complaints of sexual harassment.

31. CORPORATE GOVERNANCE:

Pursuant to SEBI Listing Regulations, the report on Corporate Governance during the period under review with the Certificate issued by M/s S. P. Date & Associates., Practicing Company Secretaries (CP No. 14247), on compliance in this regards forms part of this Annual Report.

32. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013.

33. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the SEBI Listing Regulations, the following have been made part of the Annual Report and are attached to this Annual Report:

• Management Discussion and Analysis Report,

• Corporate Governance Report,

• Declaration on compliance with Code of Conduct,

• Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies, and

• Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

34. 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.

35. 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 (SS1 and SS2), relating to Meetings of the Board and its Committees and General Meetings respectively, which have mandatory application during the year under review.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

37. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

38. VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans /financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

39. 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.

40. APPRECIATION

Your directors would like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the financial year under review by our Bankers, Authorities, Financial institutions, Shareholders and Government agencies. The Board also wishes to express its appreciation for the valuable contribution made by the employees at all levels during the financial year under review.

---

Mar 31, 2018

To the Members,

ABans Enterprises Limited

1. The Directors have pleasure in presenting the Thirty-Second Annual Report of the Company and Audited Standalone Financial Statements for the financial year ended 31^st March, 2018.

2. FINANCIAL RESULTS:

(Figures in Rs.)

Particulars	31st March, 2018	31st March, 2017
Total Income	69,72,37,248	62,82,90,004
Total Expenses	69,48,70,985	62,68,60,040
(Loss) / Profit Before Tax	23,66,263	14,29,964
Exceptional / Extraordinary Income / (Expense)	-	-
(Loss) / Profit Before Tax	23,66,263	14,29,964
Provision for Tax (Including Deferred Tax)	6,25,785	3,29,836
(Loss) / Profit After Tax	17,40,478	11,00,128
Other Comprehensive Income	-	-
Total Comprehensive Income for the period	17,40,478	11,00,128
Earnings Per Share
Basic	0.12	0.08
Diluted	0.12	0.08

3. STATE OF COMPANY’S AFFAIRS: The Company has total income of Rs. 69,72,37,248/- as compared to Rs. 62,82,90,004/- in the previous year. The total comprehensive income of the Company in the current year is Rs. 17,40,478/- as compared to Rs. 11,00,128/- in the previous year.

4. EXTRACT OF ANNUAL RETURN: The website of the Company where Annual Return referred to in sub-section (3) of Section 92 has been placed is www.abansenterprises.com.

5. NUMBER OF BOARD MEETINGS: The details of Board Meetings held during the financial year 2017-18 are as follows:

Sr. No.	Date of Board Meeting	No. of Directors Attended the Board Meeting	Names of Directors Attended the Board Meeting
1.	25th April, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria
2.	13th August, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria
3.	31st August, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria

4.	14th September, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria
5.	17th November, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria
6.	13th December, 2017	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria
7.	25th January, 2018	5	Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria

6. DIRECTOR’S RESPONSIBILITY STATEMENT: The Directors confirm in pursuance of Section 134 (3) (c) of the Companies Act, 2013, that:

i. the Company has, in the preparation of the annual accounts for the year ended 31^st March, 2018 followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii. they 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 as at 31^st March, 2018 and of the profit of the company for financial year ended 31^st March, 2018;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITOR: The Statutory Auditor of the Company M/s. Paresh Rakesh & Associates (FRN: 119728W) has reported that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

8. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013:

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

9. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION: The Company being a listed Company has constituted Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013.

It has appropriate mix of executive, non-executive and independent directors. As on 31^st March, 2018, the Company is having one executive director and four non-executive directors. Out of four of them, three are independent Directors and one woman non-executive director.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.abansenterprises.com. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

10. AUDITOR’S REPORTS AND AUDITORS:

AUDITOR’S REPORT:

- The Auditors’ Report for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

- The Secretarial Auditors’ Report for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark. There is an observation raised by the Secretarial Auditor and the same is disclosed in the Secretarial Audit Report annexed to the Annual Report. The Secretarial Auditors’ Report is enclosed to the Board’s report in this Annual Report.

- As required by the SEBI Listing Regulations, 2015, the auditors’ certificate on corporate governance is enclosed to the Board’s report. The auditors’ certificate for financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

AUDITORS OF THE COMPANY:

Statutory Auditors:

The Company at its Twenty-Ninth Annual General Meeting of the Company held on 29^th September, 2015, appointed M/s. Paresh Rakesh & Associates, Chartered Accountants (ICAI Firm Registration No.119728W), were appointed as Statutory Auditors of your Company for a term of five years i.e. from the conclusion of the Twenty-Ninth Annual General Meeting until the conclusion of Annual General Meeting of the Company to be held in the year 2020. In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors of the Company shall be placed for ratification at every Annual General Meeting. Accordingly, the Board of Directors based on the recommendation of Audit Committee recommends the ratification of appointment of M/s. Paresh Rakesh & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting. The Company has received a confirmation from M/s. Paresh Rakesh & Associates, Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company. The required resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of Members.

Secretarial Auditor:

As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Board has appointed M/s. S.N. Ananthasubramanian & Co., Practicing Company Secretaries as Secretarial Auditor for the financial year 2018-19.

The Secretarial Auditor for the financial year 2017-18 was M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013: The particulars of loans, guarantees or investments if any, under section 186 of the Companies Act, 2013 if any, form part of the financial statements.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES: All the related party transactions entered into by the Company during the financial year ended 31^st March, 2018 are at arm’s length and in the ordinary course of business. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions.

All the Related Party Transactions, if any, are placed on a quarterly basis before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.

Since all the related party transactions entered by the Company are at arm’s length and in the ordinary course of business and there were no material contracts or arrangements or transactions entered into during the financial year ended 31^st March, 2018 crossing the materiality threshold of 10% of the annual consolidated turnover of the Company

13. TRANSFER TO RESERVES: The Company has not transferred any amount to reserves.

14. DIVIDEND: In order to conserve the resources of the Company, your Directors do not recommend any dividend.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT: There were no material changes and commitments affecting the financial position between the end of the financial year and date of the report.

16. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED:

A. Conservation of Energy:

The Company is not into manufacturing business. However, the company is taking adequate measures to conserve electricity in office premises.

The steps taken or impact on conservation of energy - Guidelines are in place for employees for switching off the appliances which are not in use to save electricity.

i. The steps taken by the company for utilizing alternate sources of energy - NIL (The Company has only office premises which consumes electricity);

ii. The capital investment on energy conservation equipment’s - Investment is made on installing such equipment’s which consume less electricity;

B. Technology absorption:

The Company’s activities have just started and the Company will start implementing all the latest technology required for carrying the business.

i. The efforts made towards technology absorption - NIL

ii. The benefits derived like product improvement, cost reduction, product development or import substitution -NIL

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year - NIL

- The details of technology imported - NIL

- The year of import - NIL

- Whether the technology been fully absorbed - NIL

- If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NIL

iv. The expenditure incurred on Research and Development - NIL

C. Foreign Exchange Earnings and Outgo : NIL

17. RISK MANAGEMENT POLICY: The Company has put in place a risk management framework. It enables to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed and to ensure adequate systems for risk management. It helps the Company to assure business growth with financial stability.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of Companies Act, 2013 is not applicable to the Company for the financial year ended 31^st March, 2018.

19. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board Evaluation for F.Y. 2017-18 was discussed by the Board and Nomination and Remuneration Committee at their meeting held on 21^st May, 2018.

20. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate or joint venture company during the financial year ended 31^st March, 2018.

21. CHANGE IN THE NATURE OF BUSINESS: There is no change in the nature of business during the financial year ended 31^st March, 2018.

22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR:

The composition of the Board of Directors and Key Managerial Personnel for the financial year ended 31^st March, 2018:

a. Mr. Abhishek Bansal - Chairman & Managing Director

b. Mrs. Shriyam Bansal - Non-Executive Director

c. Mr. Parantap Dave - Independent Director

d. Mr. Prabhulal Tataria - Independent Director

e. Mr. Avinash Gaur - Independent Director

f. Mr. Amitkumar Gupta - Chief Financial Officer

g. *Ms. Hetal Shah - Company Secretary

h. #Ms. Ruchi Trivedi - Company Secretary

The appointment of Mr. Avinash Gaur was regularized in the Annual General Meeting of the Company held on 29^th September, 2017.

*Ms. Hetal Shah resigned from the post of Company Secretary of the Company w.e.f. 11^th October, 2017.

#Ms. Ruchi Trivedi was appointed as Company Secretary of the Company w.e.f. 13^th December, 2017.

23. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: The Company has no subsidiary, joint venture or associate company or have become or ceased to be during the financial year ended 31^st March, 2018.

24. DEPOSITS: Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY: Your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company ensures orderly and efficient conduct of its business, the safeguarding of 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 disclosures.

26. RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN EMPLOYEES REMUNERATION: The details of remuneration in relation to median employee’s forms part of the Annual Report.

27. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:

The same is not applicable to the Company as the Company do not have any Subsidiary, Associate or joint venture Company during the financial year ended 31^st March, 2018.

28. SECRETARIAL AUDIT REPORT: The Secretarial Audit Report provided by the Secretarial Auditor M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary is annexed to the Board Report.

29. DISCLOSURE ABOUT COST AUDIT: The provisions relating to Cost Audit is not applicable to the Company.

30. COMPLIANCE WITH THE SECRETARIAL STANDARDS: The Company complies with all the applicable Secretarial Standards.

31. VIGIL MECHANISM: The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, violation of our Code of Conduct and ethics. The Company has proper procedure to deal with the said matters and investigate into the same. It also provides safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases.

32. COMPOSITION OF COMMITTEES: As on 31^st March, 2018, the Board has three committees: the audit committee, the nomination and remuneration committee and stakeholder relationship committee. All the committees comprised of members as required by the provisions of law.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which forms part of the Annual Report.

33. DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: The Company has not issued any ESOP or Sweat Equity shares during the financial year ended 31^st March, 2018.

34. DETAILS OF DIRECTORS LIABLE TO RETIRE BY ROTATION: As per the provisions of the Companies Act, 2013, Mrs. Shriyam Bansal, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks reappointment. The Board recommends her re-appointment.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year ended 31^st March, 2018.

36. LISTING ON STOCK EXCHANGES: The Company’s shares are listed on BSE Limited and Metropolitan Stock Exchange of India Limited.

37. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS: When new independent directors inducted on the Board, they attend an orientation program. There was no new appointment during the financial year ended 31^st March, 2018. Hence, no familiarization program was conducted during the financial year 2017-18. Further, at the time of appointment of independent director, the Company issues a formal letter of appointment and the same is available on the Company’s website www.abansenterprises.com

38. BOARD POLICIES: All the policies that are required to be formulated as per various provisions applicable to the Company is adopted and formulated by the Board.

39. GOODS AND SERVICES TAX (GST) .: Your Company successfully transitioned to the new GST legislation with effect from 1^st July, 2017. It has been a major transition for your Company from indirect tax compliance perspective, moving from the centralized compliance under an erstwhile service tax law to a statewide compliance under the GST law. A lot of thought work has undergone for final identification of applicable principles to determine taxability of the services with respect to the ‘place of supply’ and location of service provider and service recipient. Your Company was engaged with various stakeholders in the legislative authorities, industry associations among others in the process. The Company registered itself in the multiple States and is in compliance with the Statewide GST legislations in line with the provisions of the law. The Company has updated its systems and processes to ensure timely compliances of law in terms of submission of various monthly returns and payment of GST as per timelines in spite of concerns around readiness and systems speed issues of the GSTN website in the initial period.

The Company also engaged with the customers and vendors in a continuous communication to align interpretations as various provisions of the law were unfolded in order to ensure seamless transition to a new era. A lot of information with respect to the GSTN nos. of customers and vendors were also exchanged in the process to ensure uninterrupted business transactions.

40. CEO/CFO CERTIFICATION: In accordance with the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Abhishek Bansal, Managing Director and Mr. Amitkumar Gupta, CFO have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended 31^st March, 2018. The said certificate forms an integral part of the Annual Report.

41. INTERNAL COMPLAINT COMMITTEE: 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.

42. UDAY KOTAK COMMITTEE RECOMMENDATIONS: In June 2017, SEBI set up a committee under the chairmanship of Shri. Uday Kotak to advice on issues relating to corporate governance in India. In October 2017, the committee submitted a report containing its recommendations, which were considered by SEBI in its board meeting held in March 2018. On 9^th May, 2018, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 implementing majority of these recommendations effective from 1^st April, 2019 or such other date as specified therein. The Company will take necessary steps to ensure compliance by the effective date.

43. ANY OTHER INFORMATION: The former name of the Company i.e. Matru-Smriti Traders Limited is deleted as the time period of two years from the date of name change is completed as required under Companies Act, 2013. Thus, all the letter heads and required papers is revised to the present name only i.e. ABans Enterprises Limited.

44. ACKNOWLEDGMENT: Your Directors take this opportunity to thank the shareholders, bankers, business associates, financial institutions for their constant support and encouragement to the Company. We place on record our appreciation of the contribution made by our employees at all levels and their hard work and commitment.

For and on behalf of the Board of Directors

Abhishek Bansal Shriyam Bansal

Managing Director Director

DIN: 01445730 DIN: 03481102

Place: Mumbai

Date: 24^th August, 2018

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Results are stated as under (Rupees in Lacs)

PARTICULARS Year Ended Year Ended 31.03.2015 31.03.2014

Sales & Operating Income - -

Other Income 54.06 4.65

Total Expenditure 3.45 3.69

Gross Income/ (Loss) before Interest, 50.26 0.96 Depreciation and Taxation 9.12 0.19

Depreciation - -

Provision for Taxation - -

Net Profit/(Loss) 41.14 0.77

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Company has incurred a profit of Rs. 41.14lac during the year as compared to Rs. 0.77 lac in previous year.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint venture & associates Company.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

TRANSFER TO RESERVE

The Board of Director does not propose to transfer any amount to the reserves.

DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

DIRECTORS

Mr. Ashish Shah who was appointed as an additional director of the Company was re- designated/appointed as the Managing Director of the Company.

Mr. J. O. Parikh, Mr. Nandlal Chaturvedi and Mrs. Purvi Mahant were appointed as Non Executive Additional Director on 29th April, 2015 and thereafter they were appointed as Independent Directors in the Extra-Ordinary General Meeting held on 29th May, 2015.

Mr. S. K. Pandey and Mr. Alok Bairagra, Non Executive Independent Directors of the Company resigned on 29th April, 2015 from directorship due to their personal reasons. The Directors place on record their appreciation of the contribution made by Mr. S. K. Pandey and Mr. Alok Bairagra to the progress of the Company during their tenure as Director.

POLICIES

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

* Policy on appointment of Directors and Senior Management (Annexure 1)

* Policy on Remuneration to Directors' (Annexure 2A)

* Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

The Company is managed by well- qualified professionals. All directors are suitably qualified, experienced and competent .The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors.

The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

None of the Directors are retiring by rotation as the composition of the Board has changed subsequent to change in the control & management of the Company.

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

CODES OF CONDUCT

The Board of Directors of the Company has laid down two separate Codes of Conduct - one for Directors and another for Senior Management and Employees. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Codes of Conduct for the year under review.

DIRECTORS' INTEREST IN THE COMPANY

The Company has not entered into any contracts with companies in which some of the Directors of the Company are interested as director or member.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.

The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis. During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee alongwith an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and support provided to the management.

The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

COMPOSITION OF BOARD

As on the date of this report, the Board Strength consists of in all 4 directors. Out of them, 3 are Non- Executive Independent Directors, and 1 is Managing Director.

Further none of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Also necessary disclosures regarding Committee positions in other public Companies have been made to the Company by the Directors at regular intervals.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

DETAILS OF THE BOARD OF DIRECTORS AND EXTERNAL DIRECTORSHIPS

Particulars of the Board's Composition, Directors' Attendance at Board Meetings and at the previous Annual General Meeting, number of other Directorships and Board-Committee memberships held as on 31 March 2015, are given below:

Sr. Name of the Director, Attendance Attendance No. Designation and of Board at previous Category Meetings AGM

1 Sarabjitsingh Reshamsingh Yes Yes Saini (resigned on 12/2/2015)

2 S K Pandey(resigned on Yes Yes 29/4/2015)

3 Alok Bairagra(resigned on Yes Yes 29/4/2015)

4 Ashish A Shah (appointed - No on 9/10/2014)

5 Nandlal V Chaturvedi - No (appointed on 29/04/2015)

6 Purvi Mahant (appointed on - No 29/04/2015)

7 J. O. Parikh (appointed on - No 29/04/2015)

8 Mohini Patel (appointed on - No 30/05/2015)

Sr. Name of the Director, No. of Number of other Board No. Designation and other Committee positions (*) Category Director- ships (*) As As Chairman Member

1 Sarabjitsingh Reshamsingh Nil None None Saini (resigned on 12/2/2015)

2 S K Pandey(resigned on Nil None None 29/4/2015)

3 Alok Bairagra(resigned on Nil None None 29/4/2015)

4 Ashish A Shah (appointed Nil Nil Nil on 9/10/2014)

5 Nandlal V Chaturvedi Nil Nil Nil (appointed on 29/04/2015)

6 Purvi Mahant (appointed on Nil Nil Nil 29/04/2015)

7 J. O. Parikh (appointed on Nil Nil Nil 29/04/2015)

8 Mohini Patel (appointed on Nil Nil Nil 30/05/2015)

Notes:

(*) includes directorships held in public limited Companies only.

Directorships held in Private Companies, Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956 are excluded.

(*) includes only positions held in Audit Committee and Shareholders'/ Investor Grievance Committee of the Board of Directors

COMMITTEES OF THE BOARD

The Board has constituted following Committees of Directors:

* Audit Committee,

* Nomination & Remuneration Committee, and

* Stakeholder's Relationship Committee,

* Audit Committee

Terms of Reference:

The role and terms of reference of Audit Committee covers areas mentioned as per the requirements of section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. All the Members of Audit Committee are qualified and having insight to interpret and understand financial statements. The brief terms of reference of the Audit Committee is outlined as under:

1. To select and establish accounting policies.

2. To review the adequacy of the Internal Control System.

3. To review financial statements and Auditor Report thereon.

4. To review the adequacy of the Internal Audit function & reports, reporting structure coverage and frequency of internal audit.

5. To review the findings of any internal investigations by the internal auditors and report the matter to the Board of Directors.

6. To review the Company's financial and risk management policies.

7. To review and monitor Auditors independence and performance and effectiveness of audit process.

8. To approve or any subsequent modification of transactions of the Company with related parties.

9. To scrutinize inter-corporate loans & investments.

10. To do the valuation of undertakings or assets of the Company, wherever it is necessary.

11. To evaluate internal financial controls & risk management systems.

12. To monitor the end use of funds rose through public offers, if any & its related matters.

13. To recommend the Appointment, Remuneration & terms of Appointment of Auditors of the Company.

Meetings of the Committee:

The Committee met Four times during the financial year 2014-15 on i.e. 29th May, 2014, 11th August 2014, 29th October, 2014 & 10th February, 2015.

Constitution of the Committee:

The Chairman of the Audit Committee is an Independent Director and is financially literate and has accounting related financial management expertise.

The Composition of the Committee, together with the details of the attendance of each member as at 31st March, 2015 is given below:

Sr. Name of the Director Designation Meetings No. Attended

1. Alok Bairagra Chairman 4 (resigned on 29/4/2015)

2. S.K.Pandey Member 4 (resigned on 29/4/2015)

3. Sarabjitsingh Member 4 Reshamsingh Saini (resigned on 12/2/2015)

4. Ashish A Shah Member 0 (appointed on 9/10/2014)

Sr. Name of the Director Category No.

1. Alok Bairagra Non- Executive Independent (resigned on 29/4/2015) Director

2. S.K.Pandey Non- Executive Independent (resigned on 29/4/2015) Director

3. Sarabjitsingh Executive Non-Independent Reshamsingh Saini Director (resigned on 12/2/2015)

4. Ashish A Shah Non- Executive Independent (appointed on 9/10/2014) Director

Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh - Independent Director and Mr. Ashish Shah - Executive Director.

* Stakeholders Relationship Committee

Terms of the Committee:

1. To scrutinize and approve registration of transfer of shares/warrants issued or to be issued.

2. The Shareholders' and Investors' complaints on matters relating to transfer of shares, non receipt of annual report, non-receipt of dividends and matters related thereto.

3. To exercise all power conferred on the Board of Directors under Articles of Association.

4. Attending to investors' queries and complaints regarding transfer, dividend, annual reports, etc.

5. Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI.

Details of Pending Investor Grievances and Compliance Officer:

There were no investor grievances pending for redressal as the end of the financial year and all the queries from the stakeholders were attended to promptly. Further there were no pending transfers for the year under review.

Further the details of the Compliance Officer designated for handling of the Investor grievances is provided as under:

Name : Pooja Dedhia

Address: B-207, Patel Shopping Centre, Chandavarkar Road, Borivali (W), Mumbai - 400 092.

Email ID: matrusmritil [e-mail]

Composition & Meeting

The Committee comprises of 2 Non-Executive Independent Directors, namely Mr. S K Pandey (Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) as member of the committee. All the above mentioned members have resigned as Directors of the Company, pursuant to change in control & management of the Company. Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh - Independent Director and Mr. Ashish Shah - Executive Director.

* Nomination & Remuneration Committee:

Terms of the Committee

The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013.

No Stock option has been allotted to any of the Directors during the financial year 2014-2015. The terms of reference of Committee broadly includes identifying & selection of candidates for appointment as Directors/Independent Director based on certain laid down criteria; performing all such functions as are required to be performed by the Committee with regard to such matters as specified under section 178 of the Companies Act, 2013. It formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While reviewing the Company's remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory provisions and other relevant factors. .

The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Committee also ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel & senior management involves a balance between fixed & incentive pay reflecting short & long term performance objectives appropriate to the working of the Company & its goals.

None of the Executive or Non-Executive Directors has been paid remuneration during the year 2014- 2015.

Composition

The composition of the Remuneration Committee is Mr. S K Pandey (Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) as member of the as member of the committee. All the above mentioned members have resigned as Directors of the Company, pursuant to change in control & management of the Company. Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh - Independent Director and Mr. Nandlal Chaturvedi - Independent Director.

During the financial year ended 31st March, 2015 no Remuneration Committee meeting was held.

Disclosures:

* Materially significant Related Party Transactions:

* The details of transactions with the related parties are tabled before the audit committee on a quarterly basis. The register of contracts containing the transactions in which the Directors are interested was placed regularly before the board. There were no pecuniary transactions directly with the independent / Non-Executive Directors, other than the payment of remuneration. The details of transactions between the Company and the related parties are given under Notes to the Financial Statement for the year ended 31st March, 2015.The Board has approved a policy for related party transactions which has been uploaded on the Company website.

* The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

* The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel.

* The Company has adopted a 'Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. Further, we affirm that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy.

* The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.

* The Company has complied with all requirements of regulatory authorities. No penalties/strictures were imposed on the Company by Stock Exchanges/SEBI or any other statutory authority on any matter related to Capital market.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. As per Section 149 of the Companies Act, 2013, Independent Directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website. The form AOC-2 is annexed herewith as Annexure 3.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

a. Statutory Auditor's

The Company's Auditors, M/s. H. K. Dedhia & Associates, Chartered Accountants, Mumbai gave their resignation due to which there was casual vacancy in the Company. The Board proposed that M/s. Paresh Rakesh & Associates, Chartered Accountants, Mumbai, be appointed as the Statutory Auditors of the Company to fill the casual vacancy and they had also obtained the consent from them. Thereafter at the Extra Ordinary General Meeting held on 29th May, 2015, M/s. Paresh Rakesh & Associates were appointed as Statutory Auditors of the Company from that Extra Ordinary General Meeting till the conclusion of this Annual General Meeting. Hence these Auditors are retiring at the ensuing Annual General Meeting but are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

b. Secretarial Audit

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 Mr. S. K. Pandey, Company Secretary in Practice to undertake the Secretarial Audit of the Company.

AUDITORS AND SECRETARIAL AUDITORS REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

Report of the secretarial auditor is given as an Annexure 4 which forms part of this report.

MARKET SHARE PRICE DATA

There has been no trading at BSE Limited during the financial year 2014-15.

MEANS OF COMMUNICATION:

The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to BSE Limited immediately upon its approval by the Board of Directors and are simultaneously published in leading newspapers in English and Marathi (regional language).

In accordance with the Listing Agreement requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details are forwarded to the Stock Exchange. During the year under review, no presentation was made to the institutional investors or analysts.

SHARE TRANSFER SYSTEM:

Presently the Share Transfer documents received by the Company's Registrar and Transfer Agents in physical form are processed, approved and dispatched within a period of 5 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute.

For expeditious processing of share transfers, the Board of Directors of the Company has authorized the Compliance Officer, to decide on various issues like transfers/transmission of securities in physical form, change in status of share holders and confirmation of dematerialization.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web based complaints redress portal known as 'SCORES'. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status.

The Company is registered with SEBI under the SCORES system.

ISIN NO.

The Company's Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE 365001010.

OUTSTANDING GDRS/ ADRS:

The Company has not issued any GDRs/ADRs.

RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit, on half-yearly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL.

NOMINATION

Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s).Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is also available on Public domain.

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement with the Stock Exchanges regarding Corporate Governance is not applicable to the Company, as its paid-up capital & net worth is below the prescribed limit of SEBI, however the Company has adopted all relevant sections, which are applicable to it as per Companies Act, 2013.

DIRECTOR'S CERTIFICATE

A Certificate from the Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197 (12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - 5)

CORPORATE SOCIAL RESPONSIBILITY

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014- 2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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 pre- clearance 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 Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

M/s. V. P. Sharma & Co. - Chartered Accountants is the Internal Auditor of the Company, appointed on 25th June, 2015.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

The Company has allotted 12,00,000 Equity Shares of Rs. 10each at Rs.110each to Mr. Abhishek Bansal on Preferential basis on 20th August, 2015 for which the Company has also obtained in principle approval for issue of shares from BSE and approval from Shareholders through Postal Ballot.

Mr. Abhishek Bansal has also entered with Share Purchase Agreement with M/s. Shreeji Corporation Solutions and Trade Private Limited for purchase of 1 lac equity shares.

The above transactions has triggered open offer for which Mr. Abhishek Bansal has filed necessary documents with SEBI.

The Authorised and paid up Capital of the Company has been increased from Rs.1cr to Rs.2cr and from 5437220 to 17437220 respectively.

LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2015-2016 have been paid to the stock exchange. The company has been complying with all the conditions require to be complied with in the listing agreement.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and Customers for their continued support extended to the Company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

Place: Mumbai By Order of the Board Date: August 28, 2015 For Matru-Smriti Traders Limited

Sd/- Sd/- Ashish Shah J. O. Parikh Managing Director Director DIN:06701501 DIN:6875567

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales - 27.04

Other Income 4.65 3.63

Total Income - 30.67

Total Expenses 3.69 35.77

Profit/(Loss)Before Tax 0.96 (5.10)

Tax Expenses 0.19 0.53

Net Profit After Tax 0.77 (5.63)

1. REVIEW OF OPERATIONS:

The company has incurred a profit of Rs. 0.77 Lac during the year as compared to last year''s loss for an amount of Rs. 5.63 Lacs. The Company has not done any activities during the year & is exploring various business activities. The trading in the equity shares of the Company was revoked by BSE Limited i.e. 25th June, 2013.

2. DIVIDEND:

Your directors do not recommend any dividend for the Financial Year ended on 31st March, 2014.

3. DIRECTORS:

Mr. Reshamsingh Saini, director of the company resigned during the year on account of ill- health. Mr. Jatinder Singh Patpatia, director of the Company also resigned during the year as he was in-charge of Corporate Membership of BSE Limited which has been surrendered during the year, hence he has resigned. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

During the year under review, Mr. S.K.Pandey and Mr. Alok Bairagra were appointed as Non-Executive Independent Directors of the Company for the terms of 5 Years, up to 31st March, 2019.

4. FIXED DEPOSITS:

During the Year under review, the Company has neither invited nor accepted any fixed deposits from the public.

5. AUDITORS:

The Statutory Auditors, M/s. H. K. Dedhia & Co., Chartered Accountants, Mumbai, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re-appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. H. K. Dedhia & Co., Chartered Accountants, Mumbai, is eligible to hold the office for a period of five years. The members are therefore requested to appoint M/s. H. K. Dedhia & Co., Chartered Accountants as auditors for five years from the conclusion of the this Annual General Meeting till the conclusion of Annual general meeting of the Company to be held in the Year 2019 (subject to ratification of their appointment at every Annual general Meeting) and to fix their remuneration for the year 2014-15.

6. AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

7. CORPORATE GOVERNANCE:

Though the Clause 49 of the Listing Agreement is not applicable to the Company, the company makes its best efforts to voluntarily ensure proper Corporate Governance in the affairs of the company and its daily functioning. The paid-up capital & reserve is below the threshold limit of Rs. 3.00 Crore prescribed by SEBI/Stock Exchange for Corporate Governance, hence the same is not applicable to the Company.

8. PARTICULARS OF EMPLOYEES:

Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none of the employees come under the purview of these provisions.

9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

The details relating to Conservation of energy, Technology Absorption, and Foreign Exchange Earning and Outflow required to be attached in terms of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 are not given in view of the nature of activities of the company. There are no Foreign Exchange earnings or outgo during the year under review.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

11. SUBSIDIARY COMPANY:

The Company does not have any subsidiary Company.

12. INDEPENDENT DIRECTOR:

As per provisions of Section 149 of the Companies Act, 2013 independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only. Though Clause 49 of the Listing Agreement is not applicable, but as a prudent & good Corporate Governance, the Company proposes to pass the resolution in the ensuing Annual General Meeting.

13. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

By Order of the Board For Matru-Smriti Traders Limited SD/- Place: Mumbai. S.K. Pandey Date: August 28, 2014 Director DIN - 00118217

---

Mar 31, 2013

To, The Shareholders, The directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. 1. SUMMARISED FINANCIAL RESULTS: Particulars 2012-2013 2011-2012 Total Income 3067433.00 977589.00 less: Total Expenditure 3577256.00 2646162.00 Profit/ (Loss) before Tax (509823.00) (1668573.00) Profit/(Loss) after Tax (509823.00) (1668573.00) Profit & Loss Account Balance c/f 3223964.00 3787441.00 2. REVIEW OF OPERATIONS: The company has incurred loss tor an amount of Rs. 509823/- during the year as compared to last year's loss for an amount of Rs. 1668573/-. The Company has surrendered Corporate Membership of BSE in December 2012 and has diversified into manpower recruitment activities. There has been marginal rise in the income during the fear. The Company has redeemed 300000 Redeemable Preference Shares of Rs. 10/- each during the year. 3. DIVIDEND: In view oi the loss incurred during the year under review, your directors do not recommend any dividend for the Financial Year ended on 31s1 March, 2013. 4. DIRECTORS: Mr. Reshamsingh Saini, director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re - appointment During the year under review, Mr. Alok Bairagra and Mr. S. K. Pandey were appointed as an Additional Directors and holds office upto the date of this Annual General Meeting. Pursuant to notice received under section 257 of the Companies Act, 1956 his appointment as a Director is being considered at the ensuing Annual General Meeting. Mrs. Gurmitkaur Reshamsingh Saini has resigned from directorship of the company during the year. The Board places on record the good services rendered by her during her tenure as Director. 5. FIXED DEPOSITS: During the Year under review, the Company has neither invited nor accepted any fixed deposits from the public. 6. AUDITORS: M/s. H. K. Dedhiya & Co., Chartered Accountants, Mumbai, being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till tine conclusion of the next Annual General Meeting. M/s. II. K. Dedhiya & Co., Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956. 7. AUDITORS REPORT: The Auditors have not made any qualification to the financial statement Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956. 8. CORPORATE GOVERNANCE: Though the Clause 49 of the Listing Agreement is not applicable to the Company, the company makes its best efforts to voluntarily ensure proper Corporate Governance in the affairs of the company and its daily functioning. 9, PARTICULARS OF EMPLOYEES: Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none ol the employees come under the purview of these provisions. 10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988: The details relating to Conservation of energy, Technology Absorption, and Foreign Exchange Earning and Outflow required to be attached in terms of section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 are not given in view of the nature of activities of the company, There is no Foreign Exchange earning or outgo during the vear under review, 11. DIRECTORS7 RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end oi the financial year and of the profit and loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a 'going concern' basis. 12. SUBSIDIARY COMPANY: The Company does not have any subsidiary Company. 13. EVENTS AFTER THE END OF FINANCIAL YEAR: The promoter and their group holding as on 31st March, 2013 was 79.17% of the paid- up Capital of the Company. Under the SCRR, a listed company is required to have minimum public shareholding of 25% of the paid-up capital of the Company. Any Company having a lower public shareholding is required to increase the same to 25% by 3rU June, 2013. Clause 40A of the Listing Agreement, lists various methods in which a Company may increase its public shareholding in order to comply with the SCRR. Hence, Board of Directors have allotted on 8th May, 2013, 93722 fully paid-up equity shares of Rs. 10/- each as Bonus shares in the ratio of ONE Bonus shares for each ONE equity share held by public shareholders of the Company. The promoter group has agreed to forgo their Bonus entitlement. The shareholding pattern pre and post Bonus issue is as under: Pre-bonus Post-bonus No. of shares % No. of Shares % Promoter 356278 79.17% 356278 65.53% Public 93722 20.83% 187444 34.47% Total 450000 100% 543722 100% 14. ACKNOWLEDGEMENTS: Your Directors would like to express their sincere appreciation and gratitude for the co- operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees. 15. As per Clause 31(a) of the Listing Agreement Form A is applicable for the Company for the financial year ended 31st March, 2013. FOR AND ON BEHALF OF THE BOARD Place: Mumbai Director Director Dated: 29/05/2013

---

Mar 31, 2011

The Directors hereby present the 25th Annual Report along with Statement of Accounts for the period ended 31st March, 2011. 1. Accounts and Financial Results You will observe from the Statement of Accounts that during the period the company has made net profit of Rs.16,040.32 after making provision for taxation of Rs.0.00 and depreciation of Rs.69,954.79. Brought forward profit of earlier years Rs.66,82,489.88 is added with current year''s profit and the balance carried over to Balance Sheet amounts to Rs.64,52,409.20. 2. Dividend : During the year under review your Directors do not recommend any dividend to the Shareholders. 3. Auditors : M/s. H. K. Dedhia & Co. Chartered Accountants, present auditor retire at the conclusion of the 25th Annual General Meeting but being eligible oiYdib themselves for re-appointment. 4. Particulars of Employees : The Company does not have any employee who is covered under section 217(2A) of the Companies Act. 1956 and hence no particulars are given. 5. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Additional information as required under the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rule, 1988 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are not given as they are not applicable to the company. 6. Directors'''' Responsibility Statement: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (ii) that the directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that year. (iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the directors have prepared the annual accounts on going concern basis. 6. Acknowledgements : Your Directors deeply acknowledge the trust and confidence reposed in the Management by the Shareholders. For and on behalf of The Board of Directors Place : Mumbai (Reshamsingh Pyarasingh) Dated: 3rd September 2011 Chairman

---

Mar 31, 2010

The Directors hereby present the 24th Annual Report along with Statement of Accounts for the period ended 31st March, 2010.

1. Accounts and Financial Results

You will observe from the Statement of Accounts that during the period the company has made net profit of Rs.8,38,313.75 after making provision for taxation of Rs.3,80,000.00 and depreciation of Rs.323.00. Brought forward profit of earlier years Rs.58,63,621.13 is added with current year''s profit and the balance carried over to Balance Sheet amounts to Rs.66,82,489.88

2. Dividend :

During the year under review your Directors do not recommend any dividend to the Shareholders.

3. Auditors :

M/s. H. K. Dedhia & Co. Chartered Accountants, present auditor retire at the conclusion of the 24th Annual General Meeting but being eligible offers themselves for re-appointment.

4. Particulars of Employees :

The Company does not have any employee who is covered under section 217(2A) of the Companies Act. 1956 and hence no particulars are given.

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

Additional information as required under the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rule, 1988 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are not given as they are not applicable to the company.

6. Directors'' Responsibility Statement:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the directors havj selected such accounting policies and applied them consistently and mado judgements 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 or loss of the Company for that year.

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the directors have prepared the annual accounts on going concern basis.

6. Acknowledgements :

Yopr Directors deeply acknowledge the trust and confidence reposed in the Management by the Shareholders.

For and on behalf of

The Board of Directors.

Place : Mumbai (Reshamsingh Pyarasingh)

Dated: August 4, 2010 Chairman