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:

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 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 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

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:

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.