The Board of Directors hereby submits the report of the business and operations of your company along
with the audited financial statements, for the financial year ended March 31,2025.

REVIEW OF OPERATION

The Total income from the operations is Rs. 23,01 8.81 (Rs. In Hundred) and the expenditure incurred
during the year is Rs. 47,864.91 (Rs. In Hundred) as compared to total income of Rs. 31,518 (Rs. In
Hundred) and expenditure incurred Rs. 22,915.48 (Rs. In Hundred) in the previous year. Further Net
Loss incurred by the company is Rs. 20,526.31 /- (Rs. In Hundred) as compared to Net Profit of Rs.
6,384.85/- (Rs. In Hundred) of previous year.

1.2 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for
the year under review except for the loss incurred amounting to Rs. (20,526.31) (Rs. In Hundred)

1.3 DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and
keeping in view the company’s dividend distribution policy, has decided that it would be prudent, not
to recommend any Dividend for the year under review.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) State of affairs of the company

Your company is engaged in the hospitality business of restaurants, hotels, cafe, tour operator,
travel agency and set up chain, purchase, establish or otherwise acquire, act as advisors,
financer.

b) Change in Nature of Business:

During the year there was no change in the nature of the business of the Company.

c) Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments, if any, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.

2. GENERAL INFORMATION

ABN Intercorp Limited is engaged in the hospitality business of restaurants, hotels, cafe, holiday inns,
resorts, villas, rest houses, guest houses, tour operator, travel agency etc.

3. CAPITAL AND DEBT STRUCTURE:

During the year under review, the company has neither issued nor bought back shares. The Capital of
the company remains same as under.

The Capital of the Company consist only Equity shares and no debenture or any other debt securities
issued by the company.

4. CREDIT RATING

During the year the company has not issued any securities and not raised any loan which requires credit
rating, hence credit rating provisions not applicable on company and has not obtained any credit rating
during the year.

5. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to Investor Education and Protection Fund.

6. MANAGEMENT:

6.1 Directors and Key Managerial Personnel
Board Composition:

The constitution of the Board (as on 31 /03/2025) and the attendance of the Directors are given below:

Directors and Key Managerial Personnel:

There has been no change in the constitution of Board of Directors.

6.2 Independent Director’s declaration:

The company has received necessary declarations from each Independent Director under Section 149(6)
and 149(7) of the companies Act, 2013 and regulation 16(1)(b) and regulation 25(8) of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015, that they meet the criteria of
independence laid down thereunder.

As on 31^st March, 2025, half of the Board Members consist of Independent Directors on Company’s
Board having rich experience in their fields and they will add value to the management of the company.
An enlightened Board consciously creates a culture of Board leadership to provide a long-term vision
and policy thinking in order to improve the quality of governance. The Board’s actions and decisions
are aligned with the Company’s best interests.

Independent directors of the company met once in the year 2024-2025 dated 13^th March, 2025 without
executive director of the company.

6.3 Board Meetings:

During the period under review 04 Board Meeting were held by the Board of Directors to transact
various business items as mentioned below:

6.4 Committees

1. Audit Committee:
a) Brief Description

The primary object of the Audit Committee is to monitor and provide an effective supervision of the
Management’s financial reporting process, to ensure accurate and timely disclosures with the highest
levels of transparency, integrity and quality of financial reporting. The committee oversees the work
carried out in the financial reporting process by the Management, the internal auditor, the statutory
auditor and notes the processes and safeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 constituted the Audit Committee. The Audit
Committee constituted and re constituted from time to time to comply with statutory requirement. The
Audit Committee met 4 (four) times during the last financial year on the following dates:

The constitution of the Committee (as on 31 /03/2025) and the attendance of each member of the
Committee are given below:

2. Nomination &Remuneration Committee
a) Constitution & Composition of Nomination & Remuneration Committee:

The Company has in accordance with the Section 178(1) constituted the Nomination & Remuneration
Committee. The main function of the Nomination & Remuneration Committee is to formulation and
recommendation of the policy for the appointment, removal, performance evaluation of the directors &
the consideration to be paid to them and other matters as may be determined by the committee and
the prevailing provisions for formulation of criteria for evaluation of Independent Directors and Board.
Further to recommend/review remuneration of Directors based on their performance and carry out
functions as mandated by Board from time to time.

The constitution of the Committee as on 31 /03/2025 is as under:

*The Nomination and Remuneration Committee consist of Mr. Ajai Kumar Rastogi who is Managing
Director in executive capacity, however the company is yet to appoint a Non-executive Director to
properly constitute the committee.

3. Stakeholders Relationship Committee:

As per the Section 178(5) of the Companies Act, 2013, a Company consisting of more than 1 (one)
thousand Shareholders, debenture-holders, deposit-holders and any other security holders at any time
during a financial year shall constitute a Stake Holders Relationship Committee. The Company has 7
shareholders at the end of the year hence; company has not constituted the said committee. As per SEBI
(Listing Obligations & Disclosure Requirement) regulation, every listed company has to constitute

Stakeholders Relationship Committee. However Regulation 20 of SEBI (Listing Obligations & Disclosure
Requirement) Regulations, 2015 is not applicable to the company.

4. Independent Director’s Meeting

The Independent Directors of the Company met during the year as on 13^th March 2025 without the
attendance of non - Independent Directors and members of the Board. The Independent Directors
reviewed the performance of the non-independent Directors and Board as whole. The performance of
the Chairman taking into account the views of executive Directors and non-executive Directors and
assessed the quality, quantity and timeline of flow of information between company management and
Board.

6.5 Recommendation of Audit Committee:

There are no transactions which are recommended by the audit committee and not accepted by the
board of the directors of the company.

6.6 Company’s Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain
the independence of the board, and separate its functions of governance and management. The policy
of the Company on directors’ appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub¬
section (3) of Section 178 of the Companies Act, 2013 is available at registered office for review.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the
directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Code of conduct:

The Company has already implemented a Code of Conduct for all Board Members and Senior
Managements of the company in compliance with SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 201 5 (earlier Listing Agreement). But, since the operations of the Company were not much,
the application of the code of conduct was limited to that extent. The code of conduct of the company
can be found on the website of the company at www.abnintercorp.com.

6.7 Board Evaluation:

BOARD EVALUATION:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as
that of its Committees and individual Directors, including the Chairman of the Board.

The evaluation framework for assessing the performance of Directors (including Independent Directors)
comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputs on the minutes of the meetings.

• Adherence to ethical standards & code of conduct of Company and disclosure of non -
independence, as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructive contribution to resolution of issues at
meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Board’s performance, rendering independent, unbiased opinion.

• Understanding of the Company and the external environment in which it operates and
contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential
information.

The evaluation involves Self-Evaluation of the Board Member and subsequently assessment by the Board
of Directors. Observations of board evaluation carried out for the year:

1. Previous year’s observation s and actions taken:

2. Proposed actions based on current year observations

6.8 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or
Managerial Personnel) Rules, 2014 and Amendment rules, 201 6, read with Section 1 97 of the Act, no
employees was in receipt of the remuneration in aggregate to Rs. 1,20,00,000/- (Rupees One crore
Two Lakhs Only) per annum or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand only) per month or at
a rate in excess of that drawn by the Managing Director / Whole - time director of Manager and
holds himself or along with his spouse & dependent children, no less than two percent of the equity
shares of the Company. Further, the information required pursuant to Section 1 97 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company will be provided upon request.

In terms of Section 1 36 of the Act, the Report and Accounts are being sent to the Members and others
entitled thereto, excluding the information on employees’ particulars which is availabl e for inspection
by the Members at the Registered Office of the Company during the business hours on working days of
the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

As per the provisions of Section 197(1 2) of the Companies Act, 201 3, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the
remuneration of each director to the median employee’s remuneration are described in the “Annexure
— A ” to this report.

6.9 Remuneration received by Managing Director/ Whole time Director from holding or subsidiary
company:

There is no such amount received by the Managing Director/ Whole time Director As the company
does not have any holding company or subsidiary company.

6.10 Director’s responsibility statement:

Pursuant to the provisions of Section 1 34(5) of the Companies Act, 201 3, the board of directors, to the
best of their Knowledge and ability confirm and state that -

I. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

II. 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 and of the loss of the
company for that period;

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

IV. The Directors had prepared the annual accounts on a ‘going concern’ basis;

V. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

VI. 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.

6.11 Internal Financial Controls:

The Company has an adequate system of internal control procedures which is commensurate with the
size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are
safeguarded, protected against loss and all transactions are authorized, recorded and reported
correctly. The internal control systems of the Company are monitored and evaluated by internal auditors
and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
The observations and comments of the Audit Committee are also generally placed before the Board.
Some key features of the company’s internal controls systems have been provided in the Management
discussion and Analysis Report as “Annexure — D” which being annexed to this report.

6.12 Frauds reported by the Auditor:

In pursuance to the Section 134(3)(ca) of the Companies Act, 2013 (“the Act”), there has been no
reported frauds being detected by the Auditor of the Company in accordance with the Section 143(1 2)
of the Act.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Associates Company or Joint Venture.

8. DETAILS OF DEPOSITS:

The Company has not invited or accepted deposit within the meaning of Section 73 of the act read with
rules made there under, from the public neither does have any unpaid or unclaimed deposits along with
interest during the year. Further, the company has not made any default in repayment of deposits or
payment of interest thereon, as no deposits have been invited or accepted by the Company during the
year. Furthermore, there are no such deposits which are not in compliance with the requirements of
Chapter V of the Act.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments made by the Company pursuant to section 1 86 of the
Companies Act, 201 3 are given in the notes to the Financial Statements.

10. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 1 88 of the
Companies Act, 201 3 during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company is not falling under the criteria mention as per Section 135 (1) of the Companies Act,
2013 and the companies (Corporate Social Responsibilities) Rules, 2014. Hence, the company has not
developed and implemented any corporate Social Responsibilities initiatives.

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

Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgo, are not applicable to company during the year under review.

Foreign Exchange Earnings : Nil
Foreign Exchange Expenditure: Nil

13. RISK MANAGEMENT:

Considering the present condition of the company the company has formulated the risk management
policy. The board is being regularly provided with information which may have potential threat of risk
as and when required. The detailed policy can be find out at the website of the company www.
abnintercorp.com.

14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:

The Company has established a “Whistle Blower and Vigil Mechanism Policy” for Directors and
employees to report the genuine concerns as per the provisions of Section 177 (9) of the Companies
Act, 201 3. However the Section is not applicable to the Company as per SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 201 5 but the company has formed the policy as a part of good
governance.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:

There have been no material changes and commitments, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.

16. AUDITORS

Statutory Auditor:

The board has proposed ratification of RTPS & Co., Chartered Accountants, New Delhi having FRN:
017980N as a statutory Auditors of the company for the remaining term of 4 (four) years at such
remuneration as may be determined by Board of Directors of the Company from time to time.

The observations and comments, if any, marked in the Auditors’ Report are self-explanatory and
therefore, do not call for any further comments.

Secretarial Auditor:

Mrs. Kajal Ankit Shukla, Proprietor of M/s. K. A Shukla & Associates, Practicing Company Secretaries,
has been appointed for the purpose of conducting Secretarial Audit of the Company.

As the company have claimed exemption under the Regulation 15 of SEBI Listing Obligation (Disclosure
& Requirements) Regulations, 2015, for Corporate Governance the provisions of Annual secretarial
compliance report as per circular dated 08^th February, 2019 is not applicable on the Company.

Cost Audit:

As per section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, Company is in construction business, and as per criteria mentioned in the Companies (Cost Records

and Audit) Amendment Rules, 2014 (the Rules) company does not fall under the criteria mentioned in the
Rules.

Internal Auditor:

As per Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the
company needs to appoint an Internal Auditor. However the company has not appointed Internal Auditor
for the financial year 2024-2025.

17. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report is appended to this Report in MR - 3 which forms part of Board’s Report as
per “Annexure - C.”

18. EXPLANATIONS IN RESPONSE TO AUDITORS’ QUALIFICATIONS

Explanation to the observations given in the independent Audit report:

The observations and comments, if any, marked in the Auditors’ Report are self-explanatory and
therefore, do not call for any further comments.

Explanation to the observations given in the Secretarial Audit report:

In respect of the following observations made in the Secretarial Audit Report, we would like to justify
the qualifications / observations as follows:

1. In explanation to the first observation made by the Secretarial Auditor in the Secretarial Audit
Report, the company has not appointed Internal Auditor for the financial year 2024-2025, the
company would look into the matter and would endeavor to appoint for the year 2025-2026
in compliance with Section 1 38 of the Companies Act, 201 3.

2. In explanation to the second observation made by the Secretarial Auditor in the Secretarial
Audit Report, the company in order to have a fair constitution of the Nomination and
Remuneration Committee, as per Section 178 of the Companies Act, 201 3 will appoint a non¬
executive director and adhere to the constitution.

In respect of the matter of comments made by the Secretarial Auditor, the Board of Directors is taking
necessary steps to cure the issues.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors state that the company has complied with the applicable Secretarial Standards
issued by the Institute of Company Sectaries of India i.e. SS-1, SS-2 and SS-4 respectively relating to
‘Meetings of the Board, its committees’ General Meetings and Board Report.

20. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

“Annexure - B”.

21. CORPORATE GOVERNANCE REPORT:

As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure & Requirements)
Regulations, 2015, company is not falling under the same and the company has claimed exemption
from Stock Exchange. Hence company has not submitted corporate governance report with the stock
exchange for the period under review. The company has claimed exemption under regulation 1 5(2) of
SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per the clarification issued by BSE dated 9^th May, 2019 the company need not to comply with the
submission of Annual Secretarial Compliance report as does not falling under the criteria mentioned
under regulation 15 of SEBI Listing Obligation (Disclosure & Requirements) Regulations, 2015. The
company has claimed exemption under regulation 15(2) of SEBI Listing Obligation (Disclosure &
Requirements) Regulations, 201 5 vide letter dated 28^th May, 2022 to BSE.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as per the Regulation 34 of the SEBI Listing Obligation
(Disclosure & Requirements) Regulations, 2015 is part of the Annual Report as "Annexure- D”.

24. EQUAL OPPORTUNITY TO EMPLOYEE:

The Company has always provided a congenial atmosphere for work to all employees that are 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 also framed a Policy on “Prevention of Sexual Harassment” at the workplace. There were no cases
reported under the said Policy during the year.

25. LISTING AT STOCK EXCHANGES:

The company is currently listed with the National Stock Exchange - Emerge ITP. The Listing fees for the
Year 2024-2025 has been paid to the Stock Exchanges. Also it is to bring to your kind notice that
Pursuant to the provisions of SEBI Circular CIR/MRD/DSA/33/201 3, we have triggered the prescribed
threshold under point (f)(ii), and accordingly, the Company shall be required to exit the Institutional
Trading Platform, and will be delisted from the SME Exchange within the stipulated period.

25. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application or any proceedings is ongoing during the year under Insolvency and
Bankruptcy code 201 6.

26. DISCLOSURE OF OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER
GROUP:

27. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

With the advent of the new Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (enforced w.e.f. December 01,2015), the listed entities are required
to make disclosure in the Annual Report about the details of share in Demat Suspense Account /
Unclaimed Suspense Account. The details of the same are mentioned below:

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company’s operations in future.

29. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 201 3 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly constituted
as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the
workplace. During the financial year under review, the Company has complied with all the provisions of
the POSH Act and the rules framed thereunder. Further details are as follow:

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellent support the Company
has received from its workers, employees, customers, vendors and shareholders. They also express their
sincere thanks to the Bankers and various State Governments for the valuable support extended to the
Company.

For, A B N Intercorp Limited

Date: 02.09.2025
Place: New Delhi

Mr. Ajai Kumar Rastogi Mr. Ajeet Kumar
Managing Director Director

DIN:00322447 DIN:00416478