FINANCIAL HIGHLIGHTS: (In Lakhs)

Key highlights of the financial performance of your Company for the FY 2024-25 have been summarized below. ... .....

RESULTS OF OPERATION:

During the year under review, the Company has made a standalone profit of Rs.54.33 lakhs and consolidated profit of Rs. 110.05 lakhs for FY 2024-25 as compared to operating loss (Standalone) of Rs.91.12 Lakhs in previous year.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company, during the year under review.

SHARE CAPITAL:

The Authorized Share Capital of the company is Rs. 95,00,00,000 (Rupees Ninty Five Crore Only) divided into 9,50,00,000 (Nine Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each).

During the year, Company has issued 7,37,87,128 (Seven Crore Thirty-Seven Lakh Eighty-Seven Thousand One Hundred Twenty-Eight) equity shares having face value of Rs.10/- (Rupees Ten only) each, fully paid up on a preferential basis (“Preferential Issue") to the Promoter and Non-Promoter investors for a consideration other than cash. After allotment of the aforesaid equity shares, the issued, subscribed and paid-up equity share capital of the Company stands increased from Rs. 5,01,61,000 (Rupees Five Crore One Lakh Sixty One Thousand One Only)divided into 50,16,100(Fifty Lakh Sixteen Thousand One Hundred) equity shares having face value of Rs. 10/- (Rupees Ten only) each to Rs. 78,80,32,280 (Rupees Seventy Eight Crore Eighty Lakhs Thirty-Two Thousand Two Hundred and Eighty) divided into 7,88,03,228 (Seven Crore Eighty Eight Lakhs Three Thousand Two Hundred and Twenty Eight) equity shares having face value of Rs. 10/- (Rupees Ten only) each.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company at the end of this financial year has a total of three subsidiaries post allotment on preferential basis through swap of shares on 25th February 2025 which are as follows:

1. M/s. Salamath Import & Exports Private Limited (Incorporated in India)

2. M/s Prudential Management Services Private Limited (Incorporated in India)

3. M/s Sky International Trading WLL (Incorporated in Bahrain)

The Company at the end of this financial year has one Associate company - M/s. SAIA Educational Support Services WLL (Incorporated in Bahrain).

The company does not have any Joint Venture at the end of Financial year 31 st March, 2025.

As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report.

A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-VIII to this report. Financial statements of each of the subsidiaries will also be placed on the website of the Company and can be accessed at https://www.abateas.com/ The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

DIVIDEND:

To conserve resources for future operations, the Board has decided not to declare any dividend for FY 2024-25.

TRANSFER TO RESERVES:

Your company proposes to transfer Rs. 54.33 lakhs out of profit to the reserves and Rs.9061.06 to share premium account received from the allotment of 7,37,87,128 shares.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

PUBLIC DEPOSITS:

During the period under review, the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

With an aim to enhance Company's' financial flexibility and create opportunities for future growth and investment, the Board of Directors in their Board Meeting held on 25th February, 2025 has allotted 7,37,87,128 equity shares on a preferential basis (“Preferential Issue"). to the Promoter and Non-Promoter for consideration other than cash and in this regard Shareholder's Approval was received in Extra ordinary general meeting held on 5th February, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees and not made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024- 2025.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Dr. Adv Arikuzhiyan Samsudeen (DIN: 01812828) : Chairman & Non-Executive Director

Dr. Muhemmed Swadique (DIN: 02933064) : Whole Time Director

Ms. Julie G Varghese (DIN: 09274826) : Non-Executive Independent Director

Dr. Musallyarakatharakkal Safarulla (DIN: 02933030) : Non-Executive Director

Mr. Mohammed Kutty Arikuzhiyil (DIN: 02007636) : Non-Executive Director

Mr. Abdul Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) : Non-Executive Director

Dr. Rajesh Puthussery (DIN: 09270524) : Non-Executive Director

Mrs. Indu Ravindran (DIN: 09252600) : Non-Executive Independent Director

Mrs. Manjusha Ramakrishnan Puthenpurakkal (DIN: 09427053) : Non-Executive Independent Director

Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626) : Non-Executive Director

Mr. Mohammed Kabeer Moolian (DIN: 06844102) : Non-Executive Independent Director

Mr. Pattassery Alavi Haji (DIN: 00251124) : Non-Executive Independent Director

Mr. Ali Thonikkadavath (DIN: 02905367) : Non-Executive Director

Mr. George Chirapparambil Chacko : Chief Financial Officer

Mrs. Heena Kausar Mohd Amin Rangari : Company Secretary & Compliance

Officer

During the year under review, following Appointment & Resignation of Directors took place:

A. Appointment of Mr. Ali Thonikkadavath as a Non-Executive Director of the Company w.e.f 08^th February, 2024 in the Annual General Meeting held on 11^th September, 2024.

B. Appointment of Mr. Mohamed Kabeer Moolian (DIN:06844102) as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 08^th February, 2024 to 7^th February, 2029 in the Annual General Meeting held on 11^th September, 2024.

C. Appointment of Mr. Pattassery Alavi Haji (DIN:06844102) as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 08th February, 2024 to 7^th February, 2029 in the Annual General Meeting held on 11^th September, 2024.

D. Dr. Musallyarakatharakkal Safarulla (DIN: 02933030), Non-executive Director of the Company was required to retire by rotation & was appointed as eligible for being re- appointed.

E. Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN: 00722626), Non-executive Director of the Company was required to retire by rotation & was appointed as eligible for being re- appointed.

Copyright © Abate Group of Companies Ltd 2025. All rights reserved. (e-I l-Ai

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 12th February, 2025 as per schedule IV of the Companies Act, 2013.

C. Familiarisation Programme for Independent Directors:

The familiarization programme aims to provide Independent Directors with the Hospital industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Familiarization programme for F.Y 2024-2025 along with the hours spent on the Programme by the Independent Directors is posted on Company's website at https://www.abateas.com/

COMPOSITION OF COMMITTEES OF THE BOARD:

A. Audit committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

• Dr. Adv Arikuzhiyan Samsudeen- Promoter,Director

B. Nomination Remuneration committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

C. Stakeholders Relationship committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies /policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board, Chairperson, Individual directors and its Committees were carried out during the year under review. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Attendance of Board Meetings and Board Committee Meetings.

• Quality of contribution to Board deliberations.

• Strategic perspectives or inputs regarding future growth of Company and its performance.

• Providing perspectives and feedback going beyond information provided by the management.

• Commitment to shareholder and other stakeholder interests.

A member of the Board did not participate in the discussion of his / her evaluation.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2024-25.

DETAILS OF POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. All the plociesare placed on the website of the Company.

• Code of Conduct for Directors and Senior Management Personnel.

• Code of Conduct for Insider Trading

• Code of Fair Disclosure of Unpublished Price Sensitive Information

• Web Archival Policy

• Sexual Harassment Policy

• Policy on Materiality of Events

• Policy on Nomination and Remuneration

• Policy on Preservation of Documents

• Policy on Related Party Transactions

• Policy for Board Diversity

• Whistle Blower or Vigil Mechanism Policy

• Code for Independent Directors

• Policy on Determining Material Subsidiaries.

LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid the annual Listing Fees for the year 2024-25.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conservation of energy: -

i. The steps taken or impact on conservation of energy: N.A.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conservation equipment: N.A.

B. Technology absorption:

i. The efforts made towards technology absorption: N.A

ii. The benefits derived like product improvement, cost reduction product development or import substitution: N.A

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

a. The details of technology imported: N.A

b. The year of import: N.A

c. Whether the technology been fully absorbed. N.A.

iv. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A. The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo: NIL PENALTY & FEES:

During the year under review, the Company has not received any order, show cause notice, or penalty except for the Imposition of SOP fines by Bomaby stock exchange for delay in submission of Annual report under Regulation34 OF SEBI (LODR), Regulations, 2015

RISK MANAGEMENT POLICY:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Company's process and policies for determining risk tolerance and reviews management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 ended March 31,2025 and of the profit of the Company for that period;

c. the directors had 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 had prepared annual accounts on a going concern basis;

e. the directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE PHILOSOPHY:

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company's philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board plays a central role in upholding and guiding this governance framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behaviour, actual or suspected fraud, violation of Company's code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are posted on the website of the Company.

CODE FOR PROHIBITION OF INSIDER TRADING:

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Company's website https://www.abateas.com/.

During the year and under review the Company has not received any complaints on sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.

DISCLOSURE/ ANNEXURES:

a. Annual Return:

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the submission of extract of the Annual Return in the form MGT-9 has been dispensed with in terms of the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021. Hence, the form MGT-9 has not been attached with the Board Report. However, the Company has placed a copy of the annual return on its website.

b. Report on Corporate Governance:

The report on corporate governance as stipulated under Chapter V of the SEBI Listing Regulations is attached herewith as Annexure-IV to this report.

c. Certificate of Non-Disqualification of Directors:

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2025 obtained from M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, is annexed as Annexure-V to this report.

d. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-II to this report.

e. Certificate by WTD and CFO:

Mr. Muhemmed Swadique, Whole Time Director and Mr. George Chirapparamnil Chacko, Chief Financial Officer, have submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate is herewith attached as Annexure-VI to this report.

f. Code of Conduct for Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Dr. Adv. A. Samsudeen, Chairman of the Company and forms part of this Annual Report as Annexure - VII.

g. Related Party Transactions:

All related party transactions during the FY 2024-25 were in the ordinary course of business and at arm's length basis. There are no materially significant related party transactions during the year, which, in the opinion of the Board, may have potential conflicts with the larger interests of the Company. The Audit Committee has reviewed on a quarterly basis, the related party transactions of the Company and the particulars of contracts or arrangements or transactions with related parties during the FY 2024-25, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-III to this report.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Company's website.

AUDIT AND AUDITORS:

a. Statutory Auditor & Audit Report

The Members of the Company, in its 31^st AGM held on September 7, 2022, appointed M/s. Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No. CR2052) as Statutory Auditors of the Company, to hold office from the conclusion of 31^st AGM till the conclusion of the 36^th AGM.

The report given by the Statutory Auditors, on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025 forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory. The Audit Report does not contain any qualification, reservation, or adverse remark.

b. Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the said year is annexed to this Report as Annexure-I.

In reply to the observations regarding approval for related party transactions, we would like to inform that the related party transactions shall be ratified in the ensuing AGM and SOP fines levied by Bombay Stock Exchange have been paid and company shall take active steps to comply with the same from this year onwards.

The Company has appointed Mrs. Manjula Poddar, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the material Subsidiaries Company for the financial year 2024-25. In reply to the observations made, company shall take active steps to comply with the same from this year onwards.

The Secretarial Audit Report for the said year of material Subsidiaries SALAMATH IMPORT AND EXPORTS PRIVATE LIMITED and PRUDENTIAL MANAGEMENT SERVICE PRIVATE LIMITED is annexed to this Report as Annexure-I.

c. Cost Audit and Cost Records:

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

d. Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported, to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, shareholders, suppliers, business partners/associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the services committed by the management team and other employees of the Company.

CAUTIONARY STATEMENT:

All statements that address expectations or projections about the future, including, but not limited to statements about the Company's strategy for growth, product development, market position, expenditures and financial results are forward- looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.