The Board of Directors hereby pleasure to
present business and operation of your
company along with audited financial
statements, for the financial year ended March
31, 2025.

FINANCIAL SUMMARY

COMPANY’S PERFORMANCE

Your Company has delivered another year,
during the year company continuously strive to
enhance its performance and management is
working upon to maintain this advancement

for future year as well, so that performance
would be better.

CHANGE IN NATURE OF BUSINESS

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

DIRECTORS

Composition of Board of Directors:-

The composition of the Board is in line with the
requirements of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure
Requirements) (LODR) Regulations, 2015. All
the Directors have vast knowledge and
experience in their relevant fields and the
Company had benefitted immensely by their
presence in the Board.

Rotation of Directors

Mr. Amit Aggarwal (DIN 02504414) is liable to
retire by rotation at the ensuing Annual
General Meeting and being eligible offer
himself for reappointment. The Board of
Directors recommends the re-appointment of
Mr. Amit Aggarwal (DIN 02504414) as Director
of the Company. The Brief profile Amit
Aggarwal (DIN 02504414) recommended for
re-appointment is enclosed with the Notice for
the 41^st AGM of the Company.'

Composition of Board of Directors

Mr. Atul Kumar Agarwal (Director), Mrs.
Mamta Agarwal (Managing Director), Mr. Amit
Aggarwal (Director /CFO), Mr. Rajeev Garg
(Independent Director) and Mr. Nikhil Bansal
(Independent Director) & Ms. Geeta, Company

Secretary & Compliance Officer are the KMPs of
the Company, as recorded by the Board as on
March 31, 2025.

SUBSIDIARY COMPANIES. IOINT VENTURES
& ASSOCIATE COMPANIES

As on 31^st March 2025, the Company has no
Subsidiary, Joint-Venture or Associate
companies.

CONSOLIDATED FINANCIAL STATEMENT

As the Company have no Subsidiary, Joint-
Venture or Associate companies as on 31^st
March, 2025. Hence, there is no requirement
for the company to prepare Consolidated
Financial Statements.

REPORTING OF FRAUDS

There have been no instances of fraud reported
by the Statutory Auditors under Section 143 of
the Act read with relevant Rules framed there
under either to the Company or to the Central
Government.

CORPORATE GOVERNANCE

Even though as per the provisions of
Companies Act, 2013 regarding Corporate
Governance are not attracted to the company
yet the company has been indulged in the
enhancement of shareholder value through
sound business decisions, prudent to financial
management and high standard of ethics
throughout the organization.

DEPOSITS

During the year under review the Company has
not accepted any deposit falling within the
meaning of section 73 of the Companies Act,
2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

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

During the year there was no significant and
material order passed by any regulators or
court or tribunal which would impact the going

concern status and company's operations in
future.

INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and
complexity of its operations. The internal Audit
functions reports to the Chairman of the Audit
Committee and to Chairman and Managing
Director of the Company.

M/s Sandeep Kumar Singh (M. No. 511685) has
been appointed as Internal Auditor of the
company.

The Internal Audit monitors and evaluates the
efficiency and adequacy of internal control
systems in the company. It's compliances with
operating systems, accounting procedure and
policies of the Company.

DISCLOSURE OF COST RECORD

The provision of Section 148 (1) shall not apply
to company hence; there is no requirement to
maintain cost audit record in company as
specified by central Government.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and
circulated in advance to the Directors. During
the year eight (8) times Board Meetings held.
The intervening gap between the Meetings was
within the period prescribed under the
Companies Act, 2013.

During the year from 1^st April 2024 to 31^st
March 2025, the Board of Directors met eight
(08) times 26-04-2024, 30-05-2024, 12-08¬
2024, 02-09-2024, 05-09-2024, 14-11-2024,
25-01-2025, 12-02-2025

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies
Act, 2013, your Directors report as under:

a) That in the preparation of the annual
accounts, the applicable accounting
standards have been followed.

b) That the Directors have selected such
accounting policies and applied them

consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
company at the end of the financial
year and of the profit or loss of the
company for that period.

c) That 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.

d) That the Directors have prepared the
annual accounts on a going concern
basis.

e) That the Directors had laid down
internal financial controls to be
followed by the Company and that such
internal financial controls are adequate
and operating effectively.

f) That 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.

g) No proceedings are pending under the
Insolvency and Bankruptcy Code, 2016
during the year.

h) 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, is not
applicable on the company.

DECLARATION BY INDEPENDENT
DIRECTORS

The Company Board has two (2) Independent
Directors i.e. Mr. Rajeev Garg and Mr. Nikhil
Bansal. The company has received necessary
declaration from both Directors under section
149 of the Companies Act, 2013 that they meet
the criteria of Independence laid down in
section 149 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and

subsequently the same was placed at the Board
Meeting held on April 26, 2024.

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION

The current policy is to have an appropriate
mix of executive, non-executive and
independent Director to maintain the
independence of the Board, and separate its
functions of governance and management. As
of March, 31 2025, the Board had five (5)
Directors.

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 Companies Act, 2013 is in
place and maintained by company as per law.

EXPLANATIONS BY BOARD ON
QUALIFICATIONS BY STATUTORY AUDITOR-
SECRETARIAL AUDITOR

There is a qualification in report of Statutory
Auditor which is:-

The company has used accounting software
for maintaining its books of accounts for the
financial year ended on March 31, 2025
which does not have a feature of recording
audit trails (edit log) facility and the same
has been operated throughout the year for
all relevant transaction recorded in the
software.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT

The detail of any loan or guarantees or
securities and investment made during the
year 2024-25 covered under the provisions of
section 186 of the Companies Act, 2013 given
under note 28 to financial statement.

RELATED PARTY TRANSACTIONS

The detail of any Related Party Transactions
made during the year 2024-25 covered under
the provisions of section 188 of the
Companies Act, 2013 given under note 28 to
financial statement. AOC-2 as per the
Companies Act, 2013 has been attached
herewith under “Annexure A”.

RESERVES

The Company has profit of 2,300,708/- for the
financial year ended on 31st March, 2025.

DIVIDENDS

The management believes that the profits
earned during the financial year must be
retained and redeployed for the operations of
the Company. As the Company needs further
funds to enhance its business operations,
upgrade the efficiency and to meet out the
deficiencies in working capital, the Directors do
not recommend any dividend on Equity Shares
for the financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS

There is no material change took place
between the end of the financial year of the
company to which the financial statements
relate and the date of the report in the
company which may affect the financial
position of the company.

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

The information required to be furnished
under section 134 (3)(m) of the Companies Act,
2013 read with the Companies (Accounts)
Rules, 2014 relating to Conservation of Energy,
Technology absorption and Foreign Exchange
earnings and outgo is annexed in “ Annexure
B” herewith and forming part of this report.

WHISTLE BLOWER POLICY OR VIGIL
MECHANISM FOR DIRECTORS AND
EMPLOYEES

Your Company has in place, a comprehensive
Whistle Blower Policy or vigil mechanism in
compliance with Section 177 (9) & 177 (10)of
the Companies Act, 2013 and as per Regulation
4 (2) (d) (iv) & 34 (3) read with Para 10 of Part
C of Schedule V of the SEBI (LODR)
Regulations, 2015.

RISK MANAGEMENT POLICY

A statement indicating development and
implementation of a risk management policy
for the company including identification
therein of elements of risk, if any, this in the
opinion of the Board may threaten the
existence of the company.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure
sustainable business growth with stability and
to promote a pro-active approach in reporting,
evaluating and resolving risks associated with
the business. In order to achieve the key
objective, the policy establishes a structured
and disciplined approach to Risk Management,
in order to guide decisions on risk related
issues.

In today's challenging and competitive
environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the
Company are imperative. The common risks
inter alia are: Regulations, competition,
Business risk, Technology obsolescence,
Investments, retention of talent and expansion
of facilities.

Business risk, inter-alia, further includes
financial risk, political risk, fidelity risk, legal
risk. As a matter of policy, these risks are
assessed and steps as appropriate are taken to
mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Company needs not to comply with the
provisions of Section 135 of Companies act,
2013, as the company does not fall in eligibility
ambit of Corporate Social Responsibility
initiatives.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st
March, 2025 was 4,99,80,000 @ Rs. 1/- per
equity share. The Company not issued shares
with differential voting rights nor granted
stock options nor sweat equity.

BOARD EVALUATION

Pursuant to the provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual evaluation
of its own performance, its Committees, as well
as the Directors individually.

The outcome of the Board evaluation was
discussed by the Nomination & Remuneration
Committee and at the Board Meeting held on
November 04, 2024 and improvement areas
were discussed.

Performance Evaluation of Board, its
Committees and individual Directors In
compliance with the provisions of Section 178
(3) of the Companies Act, 2013, the Company
has put in place a Policy on Nomination and
Remuneration which sets out inter-alia, the
attributes and criteria for the annual
performance evaluation of the Board, its
Committees and individual Directors including
the Managing Director.

The Board of Directors have carried out the
annual evaluation based on criteria and
framework adopted by the Board and in
accordance with existing regulations. The
Board, as a whole, carries out an assessment of
its own performance, its Committees and
Independent Directors, excluding the Director
being evaluated. Performance of the Board and
its Committees was evaluated on various
parameters such as structure and composition,
meetings and procedures, diversity, corporate
governance competencies, performance of
specific duties and obligations, quality of
decision-making and overall Board
effectiveness. Performance of individual
Directors was evaluated on parameters such as
meeting attendance, participation and
contribution, engagement and relationship
with other members on the Board, knowledge
and experience, responsibility towards
stakeholders, leadership and management
qualities and independent judgment.

The major performance indicators of the Non¬
Executive Directors and Independent Directors
are as follows:

(i) Understanding and knowledge of the
market in which the Company is
operating.

(ii) Ability to appreciate the working of
the Company and the challenges it
faces.

(iii) Attendance of meeting.

(iv) Extend of participation and
involvement in the meetings.

(v) Ability to convey his views and
flexibility to work with others.

The evaluation process was carried out by the
Nomination and Remuneration Committee of
the Company after taking into consideration
the inputs received from the Directors and the
parameters and indicators based on the criteria
laid down by the Policy on Nomination and
Remuneration. All Directors participated in the
evaluation process and reviews were carried

out. The outcomes of each evaluation were
collated by the Nomination & Remuneration
Committee at the meeting held on November
04, 2024 and placed before the Board at its
meeting held on the same date.

The Board discussed the performance
evaluation of the Board, its Committees,
individual Directors and Managing Director
and noted the suggestions or inputs of
Independent Directors and Nomination &
Committee and the Chairman of the respective
Committees. The Board arrived at a conclusion
that the performance of the Board, its
Committees and individual Directors were
satisfactory. The Board also deliberated upon
the various suggestions or inputs to augment
its effectiveness and optimize individual
strengths of the Directors.

INDUSTRIAL RELATIONS

During the year under review, your Company
enjoyed cordial relationship with workers and
employees at all level.

NBFC REGISTRATION

The company has been registered with Reserve
Bank of India as Non-Banking Finance
Company vide Registration No. B-14.02146
Dated 21^st November, 2000. Your Company is
categorized as a Non-deposit taking Non¬
Banking Financial Company- Investment and
Credit Company (NBFC-ICC). The Company has
not accepted any deposit from the public
during the year pursuant to the provisions of
Section 73 of Companies Act, 2013.

COMPLIANCE WITH RBI GUIDELINES

Your Company has complied with all the
regulations of Reserve Bank of India as on 31st
March, 2025 except few fillings; applicable to it
as Non-Deposit taking Non-Banking Finance
Company..

SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING OBLIGATIONS AND

DISCLOSURE_REQUIREMENTS)

REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD-
NRO/GN/2015-16/013 dated 2^nd September,
2015, of Securities and Exchange Board of
India (Listing Obligations And Disclosure
Requirements) Regulations, 2015, the Paid up

equity capital as on the last day of previous
financial year i.e. on 31^st March 2025 was
49,980,000 and Net Worth was 60,800,680/-

Therefore, in terms of the said circular the
compliance with the corporate governance
provisions as specified in Regulations 17, 18,
19, 20, 21,22, 23, 24, 25, 26, 27 and clauses
(b) to (i) of sub-regulation (2) of regulation
46 and Para C , D and E of Schedule V are not
applicable to our Company during the year
2024-25.

CODE OF CONDUCT

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of
the Board and all employees in the course of
day to day business operations of the Company.
The Code of Conduct for the members of the
Board and Senior Management Personnel is
placed on companies' website
www.abhinavleasefinltd.in.

AUDIT COMMITTEE

The Audit Committee of the Company duly
constituted by the following members:-

i) Mr. Rajeev Garg

ii) Mr. Nikhil Bansal

iii) Mr. Amit Aggarwal

Meetings of the Committee:

The Committee met Four (4) times on 30-05¬
2024, 12-08-2024, 14-11-2024, 12-02-2025

during the financial year 2024-25.-

The Minutes of the Meetings of the Audit
Committee are discussed and taken note by the
board of directors.

The Statutory Auditor, Internal Auditor and
Executive Directors/ Chief Financial Officer are
invited to the meeting as and when required.

The Composition of the Audit Committee
and Their Attendance at the Meeting:

No sitting fees have been paid to any director
during the year. The remuneration paid to all
Key managerial Personnel was in accordance
with remuneration policy adopted by the
company.

NOMINATION AND REMUNERATION
COMMITTEE

The Nomination and Remuneration Committee
of the Company duly constituted by the
following members:-

i) Mr. Nikhil Bansal

ii) Mr. Rajeev Garg

iii) Mr. Atul Kumar Agarwal

The Committee met 1 (One) time on 04-11¬
2024 during the financial year 2024-25.

The Composition of the Nomination and
Remuneration Committee and Their
Attendance at the Meeting:

No sitting fees have been paid to any director
during the year. The remuneration paid to all
Key managerial Personnel was in accordance
with remuneration policy adopted by the
company.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

The Stakeholders Relationship Committee of
the Company duly constituted by the following
members:-

i) Mr. Nikhil Bansal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Amit Aggarwal

The Committee met once (1) on 04.11.2024
during the financial year 2024-25.

The Composition of the Stakeholder
Relationship Committee and their
Attendance at the Meeting:

No sitting fees have been paid to any director
during the year. The remuneration paid to all
Key managerial Personnel was in accordance
with remuneration policy adopted by the
company.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2024-25, one (1) meeting of the
Independent Directors was held on 26^th April,
2024. The Independent Directors, inter-alia,
reviewed the performance of Non-Independent
Directors, Board as a whole and Chairman of
the Company, taking into account the views of
executive directors and non-executive
directors.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view
to regulate in securities by the Directors and
designated employees of the Company. The
Code requires pre-clearance for dealing in the

Company's shares and prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession
of unpublished price sensitive information in
relation to the Company and during the period
when the Trading Window is closed. The Board
is responsible for implementation of the Code.

All Board Directors and the designated
employees have confirmed compliance with
the code.

EXTRACT OF ANNUAL RETURN AS ON THE
FINANCIAL YEAR ENDED ON 31^st MARCH-
2024

As required pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration)
Rules, 2014, annual return as a part of this
Annual Report as “Annexure C”. Web address
of Annual return:

https://www.abhinavleasefinltd.in/annual-
returns

SECRETARIAL AUDIT REPORTS:

Pursuant to provisions of Section 204 of the
Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has
appointed M/S DIVYA RANI, PRACTICING
COMPANY SECRETARY, to undertake the
Secretarial Audit of the Company.

The Secretarial Audit Report is annexed
herewith as “Annexure D” in the Form MR-3.

COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL
MEETINGS

The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board Meeting and
General Meetings.

AUDITORS REPORTS

M/S G A M S & ASSOCIATES LLP (FRN
0N500094) continue to be the Statutory
Auditors of the Company for the financial year
2024-25 also.

LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees
for the year 2024-25 to BSE where the
Company's Shares are listed.

DISCLOSURES IN RELATION TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND
REDRESSAL) ACT. 2013

The company has complied with the provision
relating to the constitution of Internal
Complaints Committee under the Sexual
Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act,
2013 and also SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
as follows:

a. number of complaints filed during the
financial year : Nil

b. number of complaints disposed of during the
financial year : Nil

c. number of complaints pending as on end of
the financial year : Nil

ACKNOWLEDGEMENT

Your Directors place on record their sincere
appreciation of the services rendered by the
employees of the Company. They are grateful
to shareholders, bankers, depositors,
customers and vendors of the company for
their continued valued support. The Directors
look forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's
Report contain certain statements relating to
the future and therefore are forward looking
within the meaning of applicable securities,
laws and regulations various factors such as
economic conditions, changes in government
regulations, tax regime, other statues, market
forces and other associated and incidental
factors may however lead to variation in actual
results.

For and on behalf of the Board
Abhinav Leasing and Finance Limited

Sd/- Sd/-

Mamta Agarwal Atul Kumar Agarwal

(DIN: 02425119) (DIN: 00022779)

(Managing Director) (Director)

Place: Delhi
Date: 06.09.2025