Abans Financial Services Ltd

To

The Members,

The Directors are pleased to present the 16^th Annual Report of Abans Financial Services Limited ("the Company" or "AFSL") previously known as Abans Holdings Limited ("the Company" or "AHL") along with the Audited Standalone & Consolidated Financial Statements for the Financial Year ("FY") ended March 31, 2025.

In compliance with applicable provisions of Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the highlights of financials and other developments during the year from April 1, 2024 to March 31, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summarised financial results of the Company for financial year ended March 31, 2025 vis-?-vis those of the previous year, on Standalone and Consolidated basis, are presented below:

(C in Lakhs)

2. OPERATIONS KEY HIGHLIGHTS:

Abans Financial Services Limited is registered with the Securities and Exchange Board of India ("SEBI") as an Investment Manager to an Alternative Investment Fund. During the financial year, the Company's branch in GIFT City was granted a Fund Manager Entity License by the International Financial Services Centres Authority ("IFSCA"). During the year, the Company has earned asset management fees of _ 28.17 Crores.

The business activities of the Company's material subsidiaries are described in the section titled "Financial Performance of the Major Subsidiaries of the Company", which forms part of this Board's Report. For further details about Company's performance, operations and strategies please refer to the Management Discussion and Analysis Report which forms part of this Annual Report.

3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT:

The finanial 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 Act 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 subsidiary companies and the management account of one subsidiary 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 ("SEBI 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 abansfinserv.com/financial-statements

4. NEW IDENTITY

With the objective of establishing itself as a leading Asset Management Company, your Company underwent a significant transformation during the year under review by changing its name from Abans Holdings Limited to Abans Financial Services Limited. This change reflects the Company's evolution into a contemporary and dynamic asset manager, aiming to build a stronger connection with its stakeholders. The rebranding marks a strategic shift—blending the Company's brand legacy with its future ambitions—as it transitions from a holding structure to an independently operating entity. The Company's name changed from "Abans Holdings Limited" to "Abans Financial Services Limited" w.e.f. January 28, 2025.

The Board of Directors of the Company at their meeting held on August 07, 2024, approved change in the name of the Company, from "Abans Holdings Limited" to "Abans Financial Services Limited" which was subsequently approved by the shareholders of the Company by way of a Special Resolution through postal ballot, passed on January 02, 2025, being the last day of e-voting.

The Company is engaged in the asset management business and acts as an Investment Manager to Alternative Investment Funds (AIFs) registered with the Securities and Exchange Board of India (SEBI). Further, during the financial year, the branch of AFSL has been granted Fund Manager Entity License as per the IFSCA in GIFT City. The Company primarily earns fee-based income by providing investment management and advisory services to its clients. Its core business involves managing pooled investment vehicles, identifying investment opportunities, and generating returns in line with the investment objectives of the AIFs under its management.

In line with our strategic focus on developing stable, high-margin revenue streams, the Company has secured Board approval to expand its operations into merchant banking business. This initiative is now pending final clearance from the relevant regulatory authorities. Except as mentioned above, there has been no change in the nature of business of the Company as on the date of this report.

5. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the general reserve for the year ended March 31, 2025.

6. DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2025.

7. DEPOSITS:

The Company has not accepted/renewed any deposits from the public falling within the meaning of section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence , the details relating to deposits as required to be furnished in compliance with Chapter V of the Act are not applicable.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES:

The Company has not granted any loans or made any investments, or provided any guarantees, or securities, during the year, to the parties covered under Section 185 or 186. Therefore, the provisions of Section 185 and Section 186(1) are not applicable to the Company.

9. CAPITAL STRUCTURE:

The Company's Authorised Share Capital for the FY 2024-25 remained same at C 12,00,00,000/- (Rupees Twelve Crores only) divided 6,00,00,000 (Six Crores) Equity Shares of C 2/- (Rupees Two only) each.

During the year under review, the total Paid Up Equity Share Capital of the Company increased from C 10,02,91,900/- to C 10,11,52,346/- pursuant to allotment of 4,30,223 equity shares of face value _ 2 each under AFSL Employee Stock Option Scheme 2023 to the eligible employees of the Company and the said equity shares rank pari passu with the existing equity shares from the date of allotment.

The Promoter and Promoter Group holding in the Company as on March 31, 2025 is 71.48%. Further, the Company issued neither equity shares (other than equity shares issued pursuant to exercise of ESOPs), equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares during the year. As on March 31, 2025, 97.64% of the Company's paid-up Equity Share Capital representing 4,93,80,223 Equity Shares of C 2/- each is held in dematerialised mode and 11,95,950 equity shares of C 2/- each representing 2.36% of paid-up share capital is held in physical form.

The Company continues to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees for the year 2025-26 to BSE & NSE respectively.

During the year under review, the Company has revised its Policy on dealing with Related Party Transactions in accordance with the amendments to applicable provisions of the SEBI Listing Regulations.

The Company's ‘Policy on Determining materiality of and Dealing with Related Party Transactions' ("RPT Policy") and the said policy is uploaded on the website of the Company at https://abansfinserv.com/corporate-policies The Related Party Transactions which are in the ordinary course of business and on an arm's length basis, of repetitive nature and proposed to be entered into during the FY are placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis.

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 Members approved the material related party transactions proposed to be entered into by the Company and its Subsidiaries at the 15^th Annual General Meeting and vide Postal Ballot notice dated February 10, 2025.

Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

On March 31, 2025, the Company has 14 (Fourteen) subsidiaries (including step down subsidiaries). Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable Accounting Standards, a statement containing the salient features of financial statements for FY 2024-25 of the Company's subsidiaries in the prescribed Form AOC-1 is annexed to the consolidated financial statements which form part of this Annual Report. In accordance with Section 136 of the Act, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited accounts of each of its subsidiaries, are available on the website of the Company at https://abansfinserv.com/financial-statement-subsidiaries During the year under review, the name of one of its subsidiaries was changed: Pursuant to conversion of the Company from Private Company to Public Company, the name of the Company is changed from Abans Investment Managers Private Limited to Abans Investment Managers Limited w.e.f September 17, 2024. Pursuant to the provisions of Regulation 16(1) (c) and 46 of the SEBI Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The Policy is available on the Company website at https://abansfinserv.com/corporate-policies.

As per Regulation 16(1)(c) of SEBI Listing Regulations, Abans Finance Private Limited ("AFPL"), Abans Broking Services Private Limited ("ABSPL"), Abans Global Limited, UK ("AGL") and Abans Middle East DMCC, Dubai

("AMEDMCC") are considered as Material Subsidiaries of the Company as on March 31, 2025.

For more details about operating subsidiaries, Members are requested to refer to the Management Discussion and Analysis section which forms part of this Annual Report. Except as mentioned above, no other Companies have become/ceased to be subsidiaries/associate or joint ventures of the Company during the year under review.

The performance in brief of the major subsidiary companies is given hereunder.

1 Abans Broking Services Private Limited (ABSPL)

Abans Broking Services Private Limited is engaged in Broking, consultancy services, treasury operations and allied activities. It is also registered with Securities Exchange Board of India (SEBI) as a portfolio manager.

(C in Lakhs)

2 Abans Finance Private Limited (AFPL)

Abans Finance Private Limited is primarily engaged in the business of financing and investment which includes corporate finance, trade finance and providing business & retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the company is interest from loan and earnings from investment. The company is a Middle Layer Non-deposit taking Non-banking Financial Company (NBFC) registered with RBI, as defined under section 45-IA of the Reserve Bank of India (RBI) Act, 1934.

(C in Lakhs)

3 Abans Securities Private Limited (ASPL)

Abans Securities Private Limited acts as a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services (India) Limited in the capacity of Depository Participant.

(C in Lakhs)

4 Abans Global Broking (IFSC) Private Limited (AGBIPL)

The company is incorporated to carry on the business of IFSC (International Financial Service Centre) Unit to act as Intermediary, Stock Brokers and other such activity in accordance with the guidelines.

(C in Lakhs)

5 Abans Global Limited (AGL) (UK)

Abans Global Limited is engaged in Broking services and allied activities.

(C in Lakhs)

6 Abans Investment Management Mauritius (AIMM)

The principal activity of the Company is to provide investment management services. The Company is also licensed to act as CIS Manager pursuant to the Securities Act, 2005 (Mauritius).

(C in Lakhs)

7 Abans Investment Managers Limited (formerly known as Abans Investment Managers Private Limited)

The Company is engaged in the business of distribution of financial instruments/products and trades in financial services product.

(C in Lakhs)

8 Abans Middle East DMCC

The Company is engaged in the business of trading of commodities and allied activities.

(C in Lakhs)

The Company has a well-diversified Board comprising of Directors from various backgrounds and having broad range of experience, in the areas of finance, accounting, technology, governance, risk management among others. Their combined experience and expertise enables the Company to ensure effective corporate governance on one hand, and to take future-ready business decisions on the other. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

During the year under review, there were the following changes in the composition of the Board of Directors of the Company: The Board at its meeting held on August 07, 2024 appointed Mr. Hariharan Iyer (DIN: 00151584) as an Additional Independent Director on the Board of Company w.e.f. August 07, 2024, on recommendation of the Nomination, Remuneration and Compensation Committee (NRCC) and subsequently, on the recommendation of NRCC and Board, was appointed as an Independent Director of the Company vide special resolution passed by the members of the Company through postal ballot on October 30, 2024, being the last day of e-voting.

However, the aforesaid resolution which was put for approval of members had an inadvertent typographic error in the type of resolution as Ordinary Resolution instead of Special Resolution for the appointment of Mr. Hariharan Iyer as a Non-Executive, Independent Director. Whereas the number of votes received on the same were even more than the votes required for Special Resolution. In order to rectify the same, the Company once again passed resolution for his appointment as an Independent Director through postal ballot for approval of shareholders by way of a Special Resolution, passed on January 02, 2025, being the last day of e-voting.

Mr. Apoorva Vora (DIN: 06635876) Independent Director of the Company, resigned w.e.f. August 07, 2024 due to his pre-occupations and other personal commitments.

Mr. Naresh Tejwani (DIN: 00847424) was appointed as an Additional Non-Executive Director on the Board of Company w.e.f. February 13, 2024 and on recommendation of the NRCC & Board, he was appointed as a Non-Executive Director of the Company vide special resolution passed by the members of the Company through postal ballot on April 30, 2024.

The Board of the Company as on March 31, 2025 is as under: -

*Mr. Abhishek Bansal was appointed as one of the First Directors of the Company at the time of incorporation. Subsequently he was appointed as Chairman and Managing Director of the Company w.e.f. June 17, 2021, which was approved by the members of the Company vide special resolution dated July 12, 2021.

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

The Company has received a certificate from M/s. Parikh & Associates, Company Secretaries pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI 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.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and Company's Articles of Association, Mr. Abhishek Bansal, Chairman & Managing Director (DIN: 01445730), retires by rotation at the ensuing Annual General Meeting of the Company, and, being eligible, offers himself for re-appointment.

The Board, on recommendation of the Nomination, Remuneration and Compensation Committee, recommends the proposal of his reappointment for consideration of the Members of the Company at the ensuing AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Abhishek Bansal has also been provided therein as Annexure A to the Notice of 16^th Annual General Meeting.

The list of Key Managerial Personnel ("KMP") of the Company as on March 31, 2025 as per Section 203 of the Companies Act, 2013 is as below:-

Mr. Abhishek Bansal – Chairman & Managing Director Mr. Nirbhay Vassa – Whole Time Director and CFO Mr. Chintan Mehta – Whole Time Director and CEO Ms. Sheela Gupta – Company Secretary & 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.

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

Mr. Chintan Mehta received remuneration of C 1,00,00,000 and a Bonus of C 2,00,00,000/-

from Abans Finance Private Limited, its Subsidiary Company.

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

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations. In terms of the requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Report on Corporate Governance forming part of this Annual Report.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year has been obtained.

The Board met 7 times during the FY2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations. Information on the Audit Committee, the Nomination, Remuneration and Compensation Committee, the Stakeholders' Relationship Committee, Risk Management Committee and ESOP Allotment Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

The Board of Directors has the following Committees as on March 31, 2025: i. Audit Committee ii. Nomination, Remuneration and Compensation Committee iii. Stakeholders Relationship Committee iv. Risk Management Committee v. ESOP Allotment Committee The details of the above-mentioned committees along with their Composition, terms of reference, Number of Meetings held and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

The Board of Directors confirm that, during the year under review, they have accepted all recommendations received from its Committees.

The Nomination and Remuneration Policy of your Company empowers the Nomination, Remuneration and Compensation Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

A meeting of Independent Directors was held on February 10, 2025 and March 27, 2025, to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of Listing Regulations. The Independent Directors also discussed the quality, quantity and timelines of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Chairman of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee(s), share their report to each director for further development and identifying area of more improvement.

The Company familiarises its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.

Often, the familiarisation Programme is imparted to the Independent Directors during the meetings of the Audit Committee and Board of Directors.

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance and are also available on the Company's website i.e. https://abansfinserv.com/corporate-policies

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

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

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

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

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

• To devise a policy on Board diversity.

The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the same is disclosed on the website of the Company viz. https://abansfinserv.com/corporate-policies. The remuneration paid to the employees including Directors, Key Managerial Personnel and Senior Management Personnel is as per the said policy of the Company.

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

The Company has, commensurate with size of its operations, developed and implemented a risk management policy to identify, assess, monitor and mitigate various risks to key business operations and objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The same is uploaded on the website of the Company at https://abansfinserv.com/corporate-policies The Risk Management Committee has been entrusted with the responsibility to assist the Board in: a) overseeing and approving the Company's enterprise wide risk management framework; b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and c) ensuring that all adequate risk mitigation measures are in place, to address these risks.

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

• to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/ conduct etc; • for providing adequate safeguards against victimisation; • for providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act & SEBI Listing Regulations and is available on the website of the Company and can be accessed at https:// abansfinserv.com/corporate-policies

The Dividend Distribution Policy adopted by the Company, in accordance with the provisions of Regulation 43A of the SEBI Listing Regulations is available on the Company's website and can be accessed at https://abansfinserv.com/corporate-policies Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy which provides: a. the circumstances under which shareholders may or may not expect dividend; b. the financial parameters that shall be considered while declaring dividend; c. the internal and external factors that shall be considered for declaration of dividend; d. manner as to how the retained earnings shall be utilised. During the year under review, the Dividend Distribution Policy was reviewed by the Board to ensure its continued relevance.

Pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

The Policy may be accessed on the website of the Company at https://abansfinserv.com/corporate-policies

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of our Company, to the best of their knowledge and ability confirm that: - a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures. b) Appropriate Accounting Policies have been selected and applied consistently. 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 as at March 31, 2025 and of the Profit and Loss Account for the Financial Year 2024-25 have been made. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing & detecting fraud and other irregularities. d) The Annual Accounts have been prepared on a going concern basis. e) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, prevention & detection of frauds/errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively; f) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

The Company at its Board meeting dated May 29, 2024, appointed M/s. C N K & Associates LLP, Chartered Accountants, Mumbai, (Firm Registration No.: 101961W/W100036), (C N K & A) a peer reviewed firm, as Statutory Auditors of the Company for filling the casual vacancy arising due to resignation of previous Statutory Auditors i.e. M/s. D G M S & Co., w.e.f. May 29, 2024 and to hold office till the date of 15^th Annual General Meeting, and also recommended their appointment for a period of five (5) Years from conclusion of the 15^th AGM to audit the books of account from FY 2024-25 to 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029, which was subsequently approved by the members at the 15^th AGM held on July 26, 2024. The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company as specified under Section 141 of the Act and SEBI Listing Regulations and have affirmed their independent status.

The Notes on financial statement referred to in the Statutory Auditors' Report are self-explanatory and do not call for any further comments. The Statutory Auditors' Report on the standalone and consolidated financial statements of the Company for the FY 2024-25, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and/or Board of Directors under Section 143(12) of the Act and Rules framed thereunder.

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries in Practice for conducting the Secretarial Audit for FY 2024-25. Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity can appoint an 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 Board on recommendation of the Audit Committee, at their meeting held on May 29, 2025, approved the appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five (5) consecutive years for the financial year from FY 2025-26 to FY 2029-30. The Board of Directors recommend the aforesaid appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditors of the Company at the ensuing Annual General Meeting of the Company.

The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year ended March 31, 2025 is set out as Annexure A to this report. It does not contain any qualification, reservation or adverse remark or disclaimer made by secretarial auditor. The Secretarial Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the Financial Year under review.

The Secretarial Compliance Report for the Financial Year ended March 31, 2025 in relation to compliance of all applicable SEBI Regulations/ Circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the SEBI Listing Regulations was obtained from M/s. Parikh & Associates, Practicing Company Secretaries. The same was submitted to stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report is available on the website of the Company at https://abansfinserv.com/secretarial-compliance-report

As per the requirements of the SEBI Listing Regulations, practicing Company Secretaries of the material unlisted subsidiaries of the Company, namely Abans Broking Services Private Limited and Abans Finance Private Limited, had undertaken Secretarial Audit pursuant to Section 204 of the Act for the FY 2024-25. The Secretarial Audit Report of said material unlisted subsidiaries confirm that they have complied with provisions of the Acts, Rules, Regulations and guidelines and the Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimer. The Secretarial Audit Report issued by the Secretarial Auditors of the Material Subsidiaries are appended in Annexure B & C to this report.

In compliance with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has in place an internal audit system commensurate with its size and operations.

M/s. Todarwal & Todarwal LLP, Chartered Accountants, who were appointed as the Internal Auditors of the Company, resigned with effect from May 29, 2024, due to their pre-occupation.

Based on the recommendation of the Audit Committee and in accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors at its meeting held on May 29, 2024, appointed M/s. V. C. Shah & Co., Chartered Accountants, as the Internal Auditors of the Company for the FY 2024-25 to conduct the internal audit of various areas of operations and records of the Company.

Further, upon recommendation of the Audit Committee, the Board at its meeting held on May 29, 2025, re-appointed M/s. V. C. Shah & Co., Chartered Accountants, as the Internal Auditors for the financial year 2025–26.

The Internal Auditors submit their reports on a quarterly basis to the Audit Committee, which reviews the scope, functioning, and quality of internal controls, including financial, operational, and compliance controls, and ensures that adequate corrective actions are taken wherever necessary. This is in accordance with Regulation 18 of the SEBI Listing Regulations and other applicable provisions.

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

The Company has complied with the requirements of the SEBI Listing Regulations regarding Corporate Governance. A report on the Company's Corporate Governance practices and the requisite Certificate from the Company's Secretarial Auditor regarding compliance with the conditions of Corporate Governance forms a part of this Annual Report.

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, the Management's discussion and analysis is presented in a separate section, forming part of this Annual Report.

The Company believes that transparent, accurate, and comprehensive disclosure practices not only aid in strategic decision-making but also help demonstrate the incremental value created for all groups of stakeholders. The Business Responsibility and Sustainability Report (BRSR) for the year under review, as stipulated under Regulation 34(2) (f) of the SEBI Listing Regulations, describing the initiatives taken by your Company from the environment, social and governance perspective forms a part of this Integrated Annual Report and is also available on the Company's website at https://abansfinserv.com/ annual-reports

The provisions relating to Corporate Social Responsibility under Section 135 of the Act are presently not applicable to the Company.

However, the Company strongly believes in the philosophy of giving back to society and remains committed to contributing towards social welfare and development. While the Company is not mandated to undertake CSR activities, various initiatives are voluntarily undertaken by its promoters in their individual capacity. These efforts reflect the Group's core values and commitment to inclusive growth and sustainable development. The Company shall continue to support and encourage such initiatives that positively impact the communities we serve.

The Annual Return of the Company in prescribed Form MGT-7 for the financial year ended March 31, 2025 has been placed on the website of the Company at https:// abansfinserv.com/annual-return in compliance with the provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.

There are no material changes and commitments affecting the financial position of the Company which has occurred in the financial year 2024-25 and till the date of this Board's report.

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details of energy conservation, technology absorption and foreign exchange earnings and outgo are as follows:

a) Conservation of Energy i. T h e s t e p s t a ke n o r i m p ac t o n 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 sources of energy

- Company shall consider on adoption of alternate sources 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 the 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.

During the year, the Company reported foreign exchange earnings of C 11.71 Lakhs and C 0.03 Lakhs of foreign exchange expenditure.

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

No significant and material orders have been passed by the Regulators or any Courts or any Tribunal impacting the going concern status and company's operations in future.

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new/revised standard operating procedures and tighter Information Technology controls. Internal Audit of the Company is regularly carried out. The Audit Reports of Internal Auditors i.e. M/s. V. C. Shah & Co., Chartered Accountants, along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee.

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. The Internal Auditors verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. Subsequently, it was placed before the Audit Committee of the Company.

The Company is dedicated to establishing and maintaining a workplace that is free from all forms of discrimination and harassment, including sexual harassment, for all employees. The Company has ensured compliance with the regulations concerning the formation of an Internal Complaints Committee (ICC) as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, at all its locations to address any complaints related to sexual harassment. The Company has not received any complaints pertaining to sexual harassment during FY 2024-25.

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.

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure E and form an integral part of this

Annual Report.

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

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and Senior Management and AFSL Code of Conduct to Regulate, Monitor and Report Trading by Insiders as detailed below has been adopted pursuant to the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Board of Directors of the Company adopted the Code of Conduct for its Members and Senior Management which is available on the website of the Company at https://abansfinserv.com/corporate-policies. The Code is applicable to all Directors and specified Senior Management Personnel. The Code impresses upon Directors and Senior Management Executives to uphold the interest of the Company and its stakeholders and to endeavor to fulfill all the fiduciary obligations towards them. Another important principle on which the Code is based is that the Directors and Senior Management Executives shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 as amended (the Regulations), the Board of the Directors of the Company has adopted the AFSL (AHL) Code of Conduct to regulate, monitor and report Trading by Insiders (the "Code") for prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made by Insiders, Connected Person and Designated Person whilst dealing in shares. The Code contains regulations for preservation of unpublished price sensitive information, pre-clearance of trade and monitoring and implementation of the Code.

The Company Secretary has been appointed as the Compliance Officer and is responsible for adherence to the Code.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The WBP specifies the procedure and reporting authority for reporting unethical behaviour, actual or suspected fraud or violation of the Code or any other unethical or improper activity including misuse or improper use of accounting policies and procedures resulting in misrepresentation of accounts and financial statements. The Company affirms that no employee has been denied access to the Chairman of Audit Committee.

Reconciliation of Share Capital Audit Report in terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, confirming that the total issued capital of the Company is in agreement with the total number of equity shares in physical form and the total number of shares in demat form held with National Securities Depository Limited and Central Depository Services (India) Limited, is submitted on a quarterly basis to the Stock Exchanges where the equity shares of the Company are listed, duly certified by a practicing Company Secretary.

Periodical Audit ensures that the Company's Subsidiaries conducts its business with high standards of legal, statutory and regulatory compliances. As per the Compliance reports of the Management, there has been no material non-compliance with the applicable statutory requirements by the Company and its Subsidiaries.

Information disclosed under clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations, is not applicable during the year under review.

The Company has formulated the AFSL (AHL) Employee Stock Plan 2023 ("ESOP 2023") and the AFSL (AHL) Employees Stock Plan – 2024 ("ESOP 2024"), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (‘SEBI SBEB Regulations') and the Act for the FY 2024-25, with regard to ESOP 2023 and ESOP 2024 are available on the website of the Company at https:// abansfinserv.com/esop-disclosures There is no material change in ESOP 2023 and ESOP 2024 and the aforesaid Schemes are in compliance with the SEBI SBEB Regulations, as amended from time to time. The Certificate from the Secretarial Auditor of the Company, that the aforesaid Scheme has been implemented in accordance with the SEBI SBEB Regulations along with the Resolution passed by the Members, would be available for electronic inspection by the Members at the forthcoming AGM.

The compliance certificate pursuant to Regulation 13 of SBEB Regulations given by M/s. Parikh & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, is annexed to the Board's report as

Annexure D.

The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SBEB Regulations are provided on the website of the Company at https://abansfinserv.com/ esop-disclosures and the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at compliance@abansfinserv.com whereupon a copy will be provided. 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.

The Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India (ICSI), as approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013.

The Company has received confirmations from all the Board of Directors as well as Senior Management Personnel regarding compliance of the Code of Conduct during the year under review.

A declaration by the CEO affirming compliance of Board Members and Senior Management Personnel to the Code is also annexed herewith as Annexure F.

In accordance with Regulation 26(3) of the SEBI Listing Regulations, all Directors and members of the Senior Management have affirmed their compliance with the Company's Code of Conduct.

• There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016 - Corporate Insolvency Resolution for the end of financial year March 31, 2025.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• There was no public issue, rights issue, bonus issue or preferential issue, etc. of equity shares of the Company.

• There was no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• T he re was no failure to imple me nt any Corporate Action.

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

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.

The Board of Directors would like to formally acknowledge and express sincere appreciation for the unwavering dedication, professionalism, and contributions of every member of the Abans family. The commitment and hard work demonstrated by our employees across all levels have been instrumental in driving the Company's growth and success.

The Company is also deeply grateful to all its stakeholders — including customers, banking partners, shareholders, business associates, regulators, and the wider community — for their steadfast support and trust. Their continued engagement remains central to the Company's journey of transformation and progress.

Looking ahead, the Board of Directors views the long-term future with confidence and remains committed to upholding the highest standards of corporate responsibility, innovation, and sustainable value creation for all stakeholders.

The following annexures, form part of this Report:-a. Secretarial Audit Reports of the Company and its material subsidiaries - Annexure ‘A, ‘B & ‘C' b. ESOP - Compliance Certificate Annexure ‘D' c. Statement pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure ‘E' d. Declaration by the CEO affirming compliance of Board Members and Senior Management Personnel to the Code of Conduct – Annexure ‘F'

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Abans Financial Services Limited (formerly Abans Holdings Limited) (hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company, to the extent the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 generally complied with the statutory provisions listed hereunder and also that the Company has Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (‘the Act') and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act') a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments from time to time; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time ; d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments from time to time; e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and amendments from time to time (Not applicable to the Company during the audit period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client (Not applicable to the Company during the audit period); g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and amendments from time to time (Not applicable to the Company during the audit period); h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and amendments from time to time (Not applicable to the Company during the audit period); and (vi) Other laws specifically applicable to the Company namely: a) SEBI (Alternative Investment Funds) Regulations, 2012 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken either unanimously or with the requisite majority, wherever necessary.

We further report that there are systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company received communications from BSE Limited and the National Stock Exchange of India Limited levying a fine in connection with non-disclosure of Dividend Distribution Policy in the Annual Report under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has since paid the applicable fine.

We further report that during the audit period no specific events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.