Abhinav Capital Services Ltd Directors Report

To The Members

Your Board of Directors is pleased to present the Annual Report on the business and operations of Abhinav Capital Services Limited (the Company) along with the Audited Financial Statements for the financial year ended March 31, 2026.

Financial Performance (Amount in Rs.)

Review of Operations

During FY 2025-26, the Company continued to focus on strengthening its core lending business and prudent deployment of its financial resources. The Company is registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company and is classified as an NBFC-Base Layer (NBFC-BL) under the Scale Based Regulation framework.

The Companys loan portfolio witnessed significant growth during the year, increasing from 818.06 lakh as at March 31, 2025 to 4,835.36 lakh as at March 31, 2026. The investment portfolio stood at 2,970.39 lakh as at March 31, 2026, as against 4,323.11 lakh in the previous year, reflecting a shift in the Companys asset mix towards its lending operations.

Revenue from operations during the year stood at 428.45 lakh as compared to 548.58 lakh in FY 2024-25. Despite the reduction in revenue from operations, the Companys profit before tax increased to 322.78 lakh from 205.74 lakh in the previous year, while profit after tax increased significantly to 258.69 lakh from 120.79 lakh.

The Company continues to follow a prudent approach towards credit appraisal, monitoring of loan accounts and management of its investment portfolio. The Company remains focused on maintaining asset quality, effective risk management and compliance with the applicable regulatory framework.

Going forward, the Company will continue to focus on sustainable growth of its lending business, prudent capital deployment and strengthening of its risk management and operational processes, while pursuing opportunities for long-term growth and value creation for its stakeholders.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

Dividend

The Board of Directors, after considering the financial position and future capital requirements of the Company, does not recommend any dividend for the financial year ended March 31, 2026.

Subsidiaries, Joint Ventures, and Associate Companies

The Company does not have any subsidiaries, joint ventures or associate companies as on March 31, 2026

SWOT Analysis

Strengths

?‚? Distinguished financial services provider with localized talent catering to regional customers.

?‚? Simplified and prompt loan appraisal and disbursement processes.

?‚? Product innovation and superior delivery.

?‚? Innovative resource mobilization and prudent fund management practices.

Weaknesses

?‚? Regulatory restrictions due to evolving government policies may impact operations.

?‚? Uncertain economic and political environment.

Opportunities

?‚? Demographic changes and under-penetrated markets.

?‚? Large untapped market potential.

?‚? Leveraging digital solutions for business operations and collections.

Threats

?‚? High cost of funds.

?‚? Rising Non-Performing Assets (NPAs).

?‚? Competition from other NBFCs and banks.

Reserves

During the financial year, the Company has transferred 51.73 lakh, being 20% of its net profit for the year, to the Reserve Fund in accordance with Section 45-IC of the Reserve Bank of India Act, 1934.

Share Capital

?‚? Authorized Share Capital: Rs. 8,00,00,000/- divided into 80,00,000 equity shares of Rs. 10/- each. There was no change in the Authorized Share Capital during the year.

?‚? Paid-up Share Capital: Rs. 6,92,46,000/- divided into 69,24,600 equity shares of Rs. 10/- each. There was no change in the Paid-up Share Capital during the year.

?‚? The Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise during the year.

a) Buyback of Securities

The Company has not bought back any of its securities during the year.

b) Sweat Equity

The Company has not issued any sweat equity shares during the year.

c) Bonus Shares

The Company has not issued any bonus shares during the year.

Public Deposits

The Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company, being a non-deposit-taking NBFC, has neither invited nor accepted/renewed any deposits from the public under Chapter V of the Companies Act, 2013, during the year. There are no unclaimed deposits, unclaimed/unpaid interest, or amounts due to be deposited into the Investor Education and Protection Fund as of March 31, 2026.

Listing of Shares

The Companys equity shares are listed on BSE Ltd. The annual listing fees for FY 2025-26 payable to BSE Limited have been duly paid

Capital Adequacy Ratio

As at March 31, 2026, the Companys Capital to Risk-Weighted Assets Ratio (CRAR) stood at 28.69%, as compared to 10.00% as at March 31, 2025. The Companys Tier I CRAR stood at 17.97% and Tier II CRAR at 10.71% as at March 31, 2026, compared with 9.76% and 0.24%, respectively, as at March 31, 2025. The CRAR remained above the applicable regulatory requirement, reflecting the Companys adequate capital position to support its business operations.

Particulars of Loans, Guarantees, or Investments

The provisions of Section 186 of the Companies Act, 2013, relating to loans, guarantees, securities and investments, do not apply to the extent exempted under Section 186(11) of the Act in respect of transactions undertaken by the Company in the ordinary course of its business. Particulars of investments made by the Company, as applicable, are disclosed in the Notes to the Financial Statements are provided in the Notes to the Financial Statements

Board of Directors

The Board of Directors comprises accomplished professionals from diverse fields, bringing a wide range of expertise, domain knowledge, and strategic insight. The composition ensures a balanced mix of Executive and Independent Directors, fostering sound decision-making through business acumen, professionalism, and independent judgement. During the year, none of the Non-Executive Directors had any pecuniary relationship or financial transactions with the Company, apart from receiving sitting fees and commission for their roles.

Retirement by Rotation

In accordance with the Companies Act, 2013, and the Articles of Association, Mr. Chetan Karia (DIN: 00015113), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offers himself for re-appointment. Appropriate resolutions for the appointment/re-appointment of Directors will be placed for approval at the ensuing AGM.

Independent Directors (IDs)

Completion of Term During the year, Mrs Gayatri Sachin Sonavane (DIN 07251680) ceased to be a director upon completion of her 2nd consecutive 5-year term on 09th August 2025. The Board places on record its sincere appreciation & gratitude for her invaluable contributions & insightful counsel during her tenure with the Company as an Independent Director.

Re-appointment of Independent Director During the year under review, Mr. Nasir Shaikh (DIN: 08985677) was re-appointed by the Members of the Company, through Postal Ballot, for a second term of five consecutive years as an Independent Director of the Company, with effect from 16th January, 2026, up to 15th January, 2031, subject to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Consequent to the change in the Board of Directors, the Board committees were also reconstituted, the details of which are provided in the Corporate Governance Report.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations

All the Independent Directors have affirmed their continued compliance with the independence criteria outlined in Section 149(6) of the Act and the Listing Regulations as also adherence to the Code of Conduct for IDs. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board affirms that the newly appointed Independent Director possess diverse qualifications, skills, and extensive experience across a range of domains. They uphold high standards of integrity and probity. A detailed matrix highlighting the skills, expertise, and competencies of all Directors is presented in the Corporate Governance Report.

Familiarisation Programme for Independent Directors

The Company has implemented a Familiarisation Programme for Independent Directors to acquaint them with their roles, rights, responsibilities, the nature of the industry, and the Companys business model, in compliance with SEBI Listing Regulations.

Meeting of Independent Directors

During the year under review, the Independent Directors met separately, without the attendance of Non-Independent Directors and members of the management, in accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations. The Nomination and Remuneration Committee has approved policies for determining directors qualifications and remuneration. These policies outline criteria for qualifications, positive attributes, independence, and other matters as required under Section 178(3) of the Companies Act, 2013. The policies are available on the Companys website and are detailed in the Corporate Governance Report.

Board and Directors Evaluation

The Board, guided by the Nomination and Remuneration Committee, conducted a performance evaluation of the Board as a whole, individual directors, and Board Committees. The Independent Directors also evaluated the performance of Non-Independent Directors, the Board, and the Chairman at a separate meeting. The evaluation process and criteria are detailed in the Corporate Governance Report. The Board expressed satisfaction with the evaluation results.

Compliance with RBI Regulations

As a non-deposit-taking NBFC registered with the Reserve Bank of India (RBI) and classified as an NBFC - Base Layer under the RBIs Master Direction - Non-Banking Financial Company - Scale Based Regulation, 2023, the Company complies with all applicable RBI regulations, guidelines, and directions. Relevant particulars, as required under paragraph 9BB of the NBFC Regulations, are appended to the Balance Sheet.

1 01/2025-26 29/05/2025 2 02/2025-26 13/08/2025 3 03/2025-26 26/09/2025 4 04/2025-26 06/11/2025 5 05/2025-26 16/01/2026 6 06/2025-26 29/01/2026

Details of Board Meetings During the year

The number of Board Meetings attended by each director:

* Ms Siddhi Mantri attended all the Board Meetings from her appointment date 13th August 2025 as a Director. **Mrs. Gayatri Sonavane retired on 09th August 2025. She has attended all the meetings till her retirement.

Conservation of Energy & Technology Absorption

Considering the nature of the Companys business, the particulars relating to conservation of energy and technology absorption are not material/applicable. However, the Company continues to use energy-efficient practices and technology solutions in its operations

Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or outgo during the year.

Particulars of Employees

No employee of the Company received remuneration exceeding the limits specified under Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of Unclaimed Suspense Account

The Company does not have an unclaimed suspense account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Companys net worth, turnover, or net profit did not meet the prescribed thresholds during the immediately preceding financial year.

Therefore, the provisions about Corporate Social Responsibility, including the mandatory spending of 2% of the average net profits, do not apply to the Company for the current financial year. Accordingly, no CSR policy or expenditure was formulated or incurred during the year.

Auditors and Audit Reports

Statutory Auditors M/s S C Mehra & Associates LLP, Chartered Accountants (Firm Registration No. 106156W/W100305), are the Statutory Auditors of the Company. The Statutory Auditors were-appointed for a term of five consecutive years, as approved by the Members at the Annual General Meeting held on 30th September, 2022, and will hold office until the conclusion of the AGM to be held for the financial year 2026-27, subject to applicable provisions of the Companies Act, 2013. Their report, included in the financial section of the Annual Report, contains no qualifications, reservations, adverse remarks, or disclaimers.

Internal Audit

The internal audit function assures the Companys internal controls, risk management, and governance systems. An audit plan, approved by the Audit Committee, is implemented annually. The Committee reviews quarterly internal audit reports, including significant observations and action taken. The Company has appointed an Internal Auditor to perform audits as per the scope approved by the Audit Committee

Secretarial Auditor, Audit Report & Secretarial Compliance Certificate

Secretarial Audit was conducted by M/s. D.G. Prajapati & Associates, Practising Company Secretaries and their Audit Report for FY 2026 forms part of this Annual Report as "Annexure A" and does not contain any qualifications, reservations or adverse remarks and is self-explanatory.

In addition, the firm has also issued the Secretarial Compliance Report confirming compliance with applicable laws, rules and regulations and the same is uploaded on BSE website. It affirms that no enforcement actions were initiated by SEBI or the Stock Exchanges against the Company, its promoters, directors or its material subsidiaries during the year.

Secretarial Standards

The Company has implemented systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems are adequate and operating effectively.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 for FY 2025-26 is available on the Companys website at https://www.abhinavcapital.com .

Management Discussion and Analysis

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed as Annexure B.

Directors Comments on Auditors Report

The observations in the Statutory Auditors Report, read with the Notes to Accounts, are self-explanatory and do not require further comments from the Board, under Section 134(3)(f) of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board confirms that:

i. The annual accounts for the financial year ended March 31, 2026, have been prepared in accordance with applicable accounting standards, with proper explanations for any material departures. ii. The Directors have selected accounting policies, applied them consistently, and made judgments and estimates that are reasonable and prudent to give a true and fair view of the Companys state of affairs and its profit/loss for the year. iii. The Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the Companies Act, 2013, for safeguarding assets and preventing/detecting fraud and irregularities. iv. The annual accounts for FY 2025-26 have been prepared on a going concern basis. v. The Directors have laid down internal financial controls, which are adequate and operating effectively. vi. The Directors have devised systems to ensure compliance with all applicable laws, and such systems are adequate and operating effectively.

Disclosure of Composition of Audit Committee

The Audit Committee comprises Mrs. Shubha Biyani, Mr. Nasir Shaikh, Ms. Siddhi Mantri & Mr. Chetan Karia. The Committee reviews the internal control systems, compliance with regulations, and financial statements before they are presented to the Board.

Related Party Transactions

All Related Party Transactions entered into during FY 2025-26 were reviewed and approved in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. The Audit Committee reviewed and approved the transactions in accordance with the applicable provisions, including omnibus approvals wherever applicable. The Company obtained prior approval of the Members, wherever required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The details of related party transactions are disclosed in Note No. 31 to the Financial Statements. The Company confirms that there were no materially significant related party transactions that had potential conflict with the interests of the Company.

Borrowings

During the year the Company has not borrowed any Money.

Risk Management Policy

"The Company has a risk management framework commensurate with the size, scale and nature of its operations. The framework provides for identification, assessment, monitoring and mitigation of key risks, including credit risk, market risk, liquidity risk, operational risk, regulatory risk and cybersecurity risks. The Board and relevant committees periodically review the Companys risk profile and mitigation measures."

The Company is not required to formulate a Risk Management Policy under the applicable regulations, given its size and operations.

Internal Control System

The Company has an adequate internal control system commensurate with the size, scale and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, reliability of financial reporting, safeguarding of assets and compliance with applicable laws and regulations. The Audit Committee periodically reviews the adequacy and effectiveness of internal financial controls and internal audit observations.

Evaluation of Performance of the Board, Its Committees, and Individual Directors

The Board conducted an annual evaluation of its performance, its committees, and individual directors, as per the Companies Act, 2013, and SEBI Listing Regulations. The evaluation was based on criteria such as board composition, processes, dynamics, quality of deliberations, strategic discussions, committee participation, and governance reviews.

Whistle Blower Policy/Vigil Mechanism

The Company has implemented a Whistle Blower Policy, named the Abhinav Whistle Blower Policy, to ensure honesty, integrity, and ethical behaviour. The policy, aligned with the Companies Act, 2013, and SEBI Listing Regulations, provides safeguards against victimization and allows direct access to the Chairman of the Audit Committee. It ensures confidentiality and protection for whistleblowers. The policy is available on the Companys website at https://www.abhinavcapital.com

Prevention of Insider Trading

The Company has adopted a Code of Conduct for the Prevention of Insider Trading to regulate trading by Directors and designated employees. The Code requires pre-clearance for dealing in the Companys shares and prohibits trading while in possession of unpublished price-sensitive information or during trading window closure periods. The Company maintains a Structured Digital Database for tracking persons with access to unpublished price-sensitive information. The Code is available at https://www.abhinavcapital.com

Maintenance of Cost Records

The maintenance of cost records under Section 148(1) of the Companies Act, 2013, is not applicable to the Company, and accordingly, such records are neither made nor maintained.

Internal Complaints Committee

The Company has constituted an Internal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure Under Sexual Harassment of Women at Workplace Act, 2013

The Company has a zero-tolerance policy for sexual harassment and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace

Corporate Governance & Management Discussion and Analysis

The Company has complied with the corporate governance requirements under the SEBI Listing Regulations. A detailed Corporate Governance Report is annexed as Annexure C. A certificate from the Statutory Auditors confirming compliance with corporate governance conditions is also annexed. The Management Discussion and Analysis Report is included as Annexure B.

Details of Significant Material Orders

There were no significant and material orders passed by any regulator, court or tribunal which would impact the going concern status of the Company and its future operations.

Details of Fraud Reported by Auditors

There were no instances of fraud reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013 during the financial year.

Statutory Disclosures

i. The Annual Return in Form MGT-7, as per Section 134(3)(a) and Section 92(3), is available on the Companys website at https://www.abhinavcapital.com.ii . Disclosures under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure E.iii. A declaration pursuant to Schedule V of the SEBI Listing Regulations is included in Annexure F.iv. CFO Certification under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations in Annexure G.

Green Initiative

In support of the Green Initiative of the Ministry of Corporate Affairs and the Companys commitment towards environmental sustainability, Company encourages shareholders to receive communications such as the Annual Report, AGM Notice and other documents in electronic form. We urge all shareholders to register their e-mail addresses with their Depository Participants or Registrar and Share Transfer Agent to enable the Company to serve documents electronically. This not only promotes paperless communication but also contributes significantly to environmental conservation. Let us collectively contribute to a greener planet by opting for digital communications.

Acknowledgement

The Board expresses its gratitude to the Companys clients for their confidence, which has enabled the Company to achieve new levels of customer satisfaction. The Board acknowledges the employees teamwork and professionalism, which have enhanced the Companys reputation. The Directors also thank the Companys lenders, bankers, government departments, SEBI, and stock exchange officials for their continuous support and guidance

by order of the Board of Directors for Abhinav Capital Services Limited

Sd/- Chetan Rasik Karia (DIN:00015113) Chairman

Place: Mumbai Date: 04th August 2026