A. Rights, Preferences and Restrictions of share holder
The company has only single class of equity shares. Each shareholder is eligible for one vote per share. one class of equity share have been issued having a par value of '2/- each (CY) and ' 10/- each (PY). On October 15, 2024, the Company effected a stock split of its equity shares. The face value of each equity share was reduced from Rs 10 to Rs 2, resulting in a 5-for-1 stock split. Consequently, the number of outstanding equity shares increased from 1,39,49,776 to 6,97,48,880.
This stock split has no impact on the Company's total share capital amount.
The company declares and pays dividend if any, in Indian Rupee. The dividend proposed if any, by the board of Directors is subject to the approval of the share holders at the ensuing Annual General meeting except in case of interim dividend. In the event of liquidation of the company, the holder of equity shares will be entitled to receive any of remaining assets of the company after distribution of preferential amount. The distribution will be in proportion to the number of equity shares held by the share holders.
13.1 Nature and purpose of reserves
1. Retained earnings represents the surplus/ (deficit) in profit and Loss account and appropriations. It is available for distribution to shareholders.
2. Other comprehensive income consist of remeasurement gains / losses on defined benefits plans.
3. The Company has introduced Abans Enterprises Limited Employees Stock Option Scheme, 2025 (“ AEL ESOS 2025") to offer and grant options not exceeding 69,74,888 convertible into equivalent number of equity shares of face value of ' 2 each of the Company. All present and future permanent employees of the Company or its Holding Company or any existing and future subsidiary(ies) of the Company, working within India and / or such other persons
including their respective directors, whether whole-time or not (except Independent Directors, Promoters or person belonging to Promoter Group and Directors who directly or indirectly holds more than 10% of the outstanding equity shares of the Company), are eligible to participate in the AEL ESOS 2025 and as may be selected by the Board on the basis of criteria prescribed in the Scheme in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Nomination Remuneration and Compensation Committee. Each option entitles the holder to apply for one equity share of the Company, subject to the terms of the scheme. The Company through a special resolution in a general meeting, may modify the terms of AEL ESOS 2025 in relation to options not yet granted, provided such modifications are not detrimental to the interests of the option holders. The Company has however not yet granted any options to any employee during the year
The Company has availed working capital facilities and term loan from banks on following Terms and Conditions;
1. Secured by
a. Pledge of warehouse receipts / storage receipts of commodities issued by Collateral Manager acceptable to the bank with Lien noted in favor of the Bank, Pledge of DWRs / Commodity Demat Credit in favor of the Bank.
b. Two Undated Cheque for the entire facility are issued in the favor of Bank.
c. Personal Guarantee from esrtwhile Director Mr. Abhishek Bansal.
2. Interest rate varies from 9.00% to 10.00%.
3. Unsecured Loans are due within a period of twelve months with interest rate of 11%.
4. FD under lien amounting to ' 442.55 lakhs (P.Y. ' 402.59 lakhs) given to Bank for availing OD Limit (Outstanding CY & PY- Nil).
On October 15, 2024, the Company effected a stock split of its equity shares. The face value of each equity share was reduced from Rs 10 to Rs 2, resulting in a 5-for-1 stock split. Consequently, the number of outstanding equity shares increased from 1,39,49,776 to 6,97,48,880.
This stock split has no impact on the Company's total share capital amount.
The Earnings Per Share (EPS) reported in these financial statements for PY is calculated based on the face value of Rs 2/-
NOTE 31: CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR):
There are no material pending contingent liabilities on account of litigations or commitments which the company believes could reasonably be expected to have a material adverse effect on the result of operations, cash flow or the financial position of the Company except Guarantee given by the Company as below
NOTE 31: CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR): (CONTD..) Note on SEBI Show cause Notice
The Securities and Exchange Board of India has issued a Show Cause Notice dated August 29, 2023, to Abans Enterprises Ltd along with its promoter Mr. Abhishek Bansal and 6 other entities alleged to be connected to promoter group and who according to SEBI have made unlawful gains from trading in shares of Abans Enterprises Limited which also resulted in alleged violation of Minimum Public Shareholding (“MPS") norms. Without admitting or denying any wrongdoing, and to avoid any protracted litigation, the company along with promoter has filed an application for settlement under the SEBI (Settlement Proceedings) Regulations, 2018 where in the company has offered an amount of ' 15.18 Lakhs in respect of alleged violation of MPS norms and the promoter offering ' 103.01 Lakhs in respect of alleged violation of PFUTP and SAST regulation as against the amount arrived by SEBI at ' 4,108.53 Lakhs as notional profits., which is at the stage of consideration.
On a without prejudice basis, the company has sought cross - examination of witnesses and filed an application for adjudication of certain preliminary issues to be placed before the Ld. Whole Time Member before deciding on the settlement application which are also pending at this stage. In furtherance of the same, the company along with the promoter has also preferred a Writ Petition before the Hon'ble Bombay High Court seeking certain directions prior to any personal hearing conducted by SEBI. The writ petition however did not go through.
The company has filed an Appeal with the Securities Appellate Tribunal (SAT) to set aside the impugned orders whereby grave prejudice is caused to the company and its promoter, and to issue urgent directions upon the SEBI to provide the necessary information and documents and allow the cross examination of the investigating officer who prepared the investigation report on which the SEBI has placed reliance while issuing the SCN. Due to the delay in filing of rejoinder by SEBI the matter was adjourned and has now been posted for hearing on June 18, 2025.
The company has also filed a Special Leave Petition (SLP) in the Supreme court with regard to the conditions precedent imposed by the Internal Committee of the Settlement Division of SEBI with regard to the settlement application which was filed by the company. SEBI had in the last hearing sought permission for filing a counter affidavit which was rejected and now the matter has been posted for hearing on August 19, 2025.
The potential action contemplated against the company includes directions to be passed and / or imposition of penalty under the SEBI Act 1992, where, the estimated liability on Company cannot be ascertained or quantified pending the order from SEBI.
NOTE 32: PROPOSED MERGER WITH WHOLLY OWNED SUBSIDIARY
The Board of Directors of the Company at its meeting held on November 08, 2024 approved a Scheme of Amalgamation (“the Scheme") for the proposed merger of its wholly owned subsidiary, Abans Jewels Limited, with the Company, with an appointed date of April 1, 2024. The Scheme is subject to the approval of the Hon'ble National Company Law Tribunal (NCLT) and other statutory and regulatory authorities as may be required.
The merger has not been given effect in these standalone financial statements for the year ended March 31,2025, as the requisite approvals are pending as at the date of approval of these financial statements. Upon receipt of all necessary approvals, the merger will be accounted for in accordance with Ind AS 103, Business Combinations, using the pooling of interests method, as the transaction is a business combination under common control.
The impact of the proposed merger on the Company's assets, liabilities, reserves, revenue and profit for the year, and related disclosures, will be reflected in the financial statements for the subsequent period(s) once the Scheme is effective and all approvals are obtained.
A. Gratuity (Defined Benefit Plan) i) General Description:
The Company provides for gratuity for employees in India as per the payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The company's liability towards gratuity is determined on the basis of year end actuarial valuations applying the Projected Unit Credit Method (as per Ind AS 19) done by an independent actuary.
B. Compensated absence (long term employee benefits) i) General description:-
The company provides Privilege Leave to it's employees in India. Privilege leave is computed on calendar year basis, however, any unavailed privilege leaves upto 45 days will be carried forward to the next calendar year. Privilege leave can only be encashed at the time of retirement / termination / resignation / withdrawal and is computed as no. of privilege leaves multiplied with applicable salary for leave encashment. The company's liability towards privilege leaves is determined on the basis of year end actuarial valuations applying the Projected Unit Credit Method (as per Ind AS 19) done by an independent actuary.
C. Defined Contribution Plans
The Company also has certain defined contribution plans. Contributions payable by the Company to the concerned Government authorities in respect of Provident Fund and Employees State Insurance are charged to Statement of Profit and Loss. The obligation of the Company is limited to the amount contributed and it has no contractual or any constructive obligation. Amount recognized during the year as contribution in statement of Profit & Loss is ' 0.65 Lakhs and ' 1.22 Lakhs for the year ended March 31,2025 and March 31,2024 respectively.
NOTE 35: SEGMENT REPORTING
Segment reporting as per Ind-As 108 is not applicable as management has determined that the Company is involved in trading activity either in physical or on exchanges and operates under single chief operating decision maker.
B. Fair value Measurement
All assets and liabilities for which the fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Inputs are quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at themeasurement date.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement are (other than quoted prices) included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Financial instruments measured at amortised cost:
The carrying value approximates fair value for long term financial assets and liabilities measured at amortised cost. There are no transfers during the year in level 1,2 and 3. The Company policy is to recognize transfers into and transfers out of fair value hierarchy level as at the end of reporting period.
C. Financial risk management Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company has exposure to the following risks arising from financial instruments:
1. Credit risk
2. Liquidity risk and
3. Market risk
1. Credit risk
Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting date. The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company's policy is to deal only with creditworthy counterparties.
In respect of trade and other receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any company of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various geographical areas. The Company has no history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good. The credit risk for cash and cash equivalents, mutual funds, bank deposits, loans and derivative financial instruments is considered negligible, since the counterparties are reputable organisations with high quality external credit ratings. Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draws to apply consistently to entire population. For such financial assets, the Company's policy is to provide for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions, if any, are disclosed under each sub-category of such financial assets.
2. Liquidity risk
Liquidity Risk is defined as the risk that the Company will not be able to settle or meets its obligations on time at a reasonable price In addition; processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity through rolling forecasts of expected cash flows.
Exposure to liquidity risk
The table below is an analysis of Company's financial liabilities based on their remaining contractual maturities of financial liabilities at the reporting date.
3. Market risk
Changes in market prices which will affect the Company's income or the value of its holdings of financial instruments is considered as market risk. It is attributable to all market risk sensitive financial instruments.
a. Currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the Company's functional currency.
Sensitivity analysis
A reasonably possible strengthening /weakening of the Indian Rupee against US dollars at March 31 would have affected the measurement of financial instruments denominated in US dollars and affects profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
4. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
NOTE 37: CAPITAL MANAGEMENT
The primary objective of the Group's capital management is to maximize the shareholders' interest, safeguard its ability to continue as a going concern and reduce its cost of capital. Company is focused on keeping strong total equity base to ensure independence, security as well as high financial flexibility for potential future borrowings required if any. Company's capital for capital management includes long term debt and total equity. As at March 31, 2025 and March 31, 2024 total capital is Rs 2,454.62 Lakhs and Rs 2,064.77 Lakhs respectively. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2025.
NOTE 40: CORPORATE SOCIAL RESPONSIBILITY
The Ministry of Corporate Affairs has notified section 135 of Companies Act, 2013 on Corporate Social Responsibility with effect from 1st April, 2014. As on reporting date, provision of CSR are not applicable to the company.
NOTE 41: REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC)
No charges or satisfactions are yet to be registered with ROC beyond the statutory period.
NOTE 42: COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended March 31,2025 and March 31,2024.
NOTE 43: DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31, 2025 and March 31, 2024.
NOTE 44: DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder in the financial years ended March 31, 2025 and March 31,2024.
NOTE 45: WILLFUL DEFAULTER
The Company has not been declared as a willful defaulter by any bank or financial institution or other lender in the financial years ended March 31,2025 and March 31, 2024.
NOTE 46: UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM
The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
NOTE 47: UNDISCLOSED INCOME
There are no transactions not recorded in the books of accounts for the financial years ended March 31,2025 and March 31,2024.
NOTE 48: STRIKE OFF COMPANIES
The company does not have any transactions with struck-off companies during the year.
NOTE 49 PROPERTY, PLANT AND EQUIPMENT
There is no impairment loss on property, plant and equipment assets on the basis of review carried out by the management. Company carries out physical verification of its Property, Plant and Equipment at regular interval.
NOTE 50: INVENTORY
The inventory comprising of stock in trade are physically verified by the management at regular intervals and as at the end of the year. Company obtains written confirmations in respect of stock lying with third parties, if any, as at the year end.
NOTE 51: DUES TO MICRO AND SMALL ENTERPRISES
The Company has not received any intimation from “Creditors" regarding their status under the Micro, Small and Medium Enterprises Development Act,2006 except for the amount disclosed in Note 17. Hence, disclosures which is required in respect of Indian suppliers, if any, relating to amounts unpaid as at the year end together with Interest paid/payable as required under the said Act have not been made.
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