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, 2024.

FINANCIAL SUMMARY

(Amount in ')

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 Director

Mr. Atul Kumar Agarwal (DIN 00022779) 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. Atul Kumar Agarwal (DIN 00022779) as Director of
the Company. The Brief profile Atul Kumar Agarwal (DIN
00022779) recommended for re-appointment is enclosed
with the Notice for the 40th AGM of the Company.

CHANGE IN DIRECTORSHIP

During the year Mr. Himanshu Agarwal has resigned from
the directorship and Mr. Amit Agarwal has been
appointed as Director cum CFO w.ef. 02.11.2023.

Mr. Atul Kumar Agarwal (Director), Mrs. Mamta Agarwal
(Managing Director), Mr. Amit Agarwal (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, 2024.

SUBSIDIARY COMPANIES, (PINT VENTURES &
ASSOCIATE COMPANIES

As on 31^st March 2024, 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, 2024. 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) 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) 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 2023 to 31^st March 2024,
the Board of Directors met eight (08) times
29-05-2023, 28-06-2023, 14-08-2023, 06-09-2023, 30¬
09-2023, 02-11-2023, 09-11-2023, 14-02-2024.

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 DIRECTOR

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 May 29, 2023.

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 2024, 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, 2024 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 2023-24 covered under
the provisions of section 186 of the Companies Act, 2013
given under note 29 to financial statement.

RELATED PARTY TRANSACTIONS

There are no materially significant related party
transactions made by the Company with the Promoters,
Key Management Personnel or other designated persons
which may have potential conflict with interest of the
Company at large. In view of the above, disclosure in
FORM AOC-2 is not applicable. The AOC-2 as per the
Companies Act, 2013 has been attached herewith under
"Annexure A”.

RESERVES

The Company has profit of 1696011/- for the financial
year ended on 31st March, 2024. This amount transferred
to reserve in the year 2023-24.

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 2023-24.

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, 2024
was 4,99,80,000.00 @ Rs. 1.00/- 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 02, 2023 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 02, 2023 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. 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, 2024 except few
fillings; applicable to it as Non-Deposit taking Non¬
Banking Finance Company, except few fillings.

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 2024 was 49,980,000 and Net Worth
was 58617593/-

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 2023-24.

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 29-05-2023, 14-08¬
2023, 09-11-2023, 14-02-2024 during the financial year
2023-24.

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 02-11-2023 during
the financial year 2023-24.

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 02.11.2023 during the
financial year 2023-24.

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. 2023-24, one (1) meeting of the Independent
Directors was held on 29th May, 2023. 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, 2023

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 not paid the Annual Listing Fees for the
year 2023-24 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
Dated: 05.09.2024