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, 2025.
Financial Performance (Amount in Rs.)
Particulars |
2024-25 (Rs.) |
2023-24 (Rs.) |
Revenue from Operations |
5,47,73,165 |
15,29,47,257 |
Other Income |
2,57,035 |
- |
Total Income from Operations |
5,50,30,200 |
15,29,47,257 |
Less: Financial Expenses |
2,38,76,581 |
3,33,45,342 |
Less: Depreciation & Amortisation
Expenses |
- |
- |
Less: Other Expenses |
40,48,105 |
52,66,574 |
Less: Employee Benefits Expenses |
65,31,498 |
54,47,618 |
Total Expenses |
3,44,56,184 |
4,40,59,534 |
Profit/(Loss) Before Tax & Exceptional
Items |
2,05,74,017 |
10,88,87,723 |
Less: Current Year Taxation |
85,00,000 |
1,70,00,000 |
Less: Deferred Tax Expense/(Income) |
(5,006) |
(6,49,227) |
Less: Tax Expenses of Earlier Years |
- |
(64,278) |
Profit After Tax |
1,20,79,023 |
9,26,01,227 |
Add: Other Comprehensive Income (OCI) |
|
|
Items not reclassified to Profit and Loss: |
|
|
- Changes in Fair Value of FVOCI Equity
Instruments |
1,65,68,828 |
9,89,61,491 |
- Actuarial Gain/(Loss) on Obligations: |
|
|
- Due to Change in Financial Assumptions |
(53,817) |
(37,573) |
- Due to Experience Adjustments |
(1,16,650) |
(92,596) |
- Tax Impact on Above |
(6,96,838) |
(2,48,73,867) |
Other Comprehensive Income |
1,57,01,523 |
7,39,57,455 |
Total Comprehensive Income for the Year |
2,77,80,545 |
16,65,58,683 |
Review of Operations
During the year under review, the Company's total revenue was Rs.
547.73 lakhs compared to Rs. 1,529.47 lakhs in the previous year, reflecting a decline
primarily due to lower profits from the sale of investments of Rs. 54.08 Lakhs during the
year (Rs. 1,044.71 lakhs in FY 2023-24). Profit before tax was Rs. 205.74 lakhs compared
to Rs. 1,088.87 lakhs in the prior year. Profit after tax was Rs. 120.79 lakhs compared to
Rs. 926.01 lakhs in FY 2023-24. The reduction in profitability was largely attributable to
the absence of significant investment disposal gains in FY 2024-25
Material Changes and Commitments
No material changes or commitments affecting the financial position of
the Company have occurred between the end of the financial year (March 31, 2025) and the
date of this report.
Dividend
To conserve capital for future growth, the Board of Directors does not
recommend a dividend for the financial year ended March 31, 2025.
Subsidiaries, Joint Ventures, and Associate Companies
The Company does not have any subsidiaries, joint ventures, or
associate companies as of March 31, 2025.
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
The Company has transferred Rs. 24.15 lakhs to the Reserve Fund under
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, 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, 2025.
Listing of Shares
The Company's equity shares are listed on BSE Ltd. The annual
listing fees for FY 2024-25 have been paid to the stock exchange.
Capital Adequacy Ratio
As of March 31, 2025, the Company's Capital Adequacy Ratio (CRAR)
stood at 1000.02% of the aggregate risk-weighted assets on the balance sheet and
risk-adjusted value of off-balance sheet items, well above the regulatory minimum of 15%.
Of this, Tier I capital was 975.95%, and Tier II capital was 24.07%.
Particulars of Loans, Guarantees, or Investments
As per Section 186(11) of the Companies Act, 2013, the provisions of
Section 186(4) regarding disclosure of loans, guarantees, or securities provided by an
NBFC in the ordinary course of business are exempted. Details of investments made by the
Company 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, Mrs. Ritu Mohatta (DIN: 08860676), Director, retires by rotation at the
ensuing Annual General Meeting (AGM) and, being eligible, offers herself for
re-appointment. Appropriate resolutions for the appointment/re-appointment of Directors
will be placed for approval at the ensuing AGM.
Continuation of Appointment of Director
Board have recommended Mr. Kamlesh Jayantilal Kotak (DIN 00012755) for
continuation of his appointment as Director (designated as Non-Executive and
Non-Independent Director) of the Company for a period of 5 (Five) consecutive years with
effect from 30th September 2025 till 29th September 2030, pursuant
to the provisions of Section 152 of the Companies Act, 2013 (‘the Act') read
with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (‘the SEBI Listing Regulations')
Independent Directors (IDs) Completion of Term
During the year, Mr. Girish Ramanlal Desai (DIN 01056763) ceased to be
director upon completion of his 2nd consecutive term of 5 years on 30th
September 2024. The Board places on record its sincere appreciation & gratitude for
his invaluable contributions & insightful counsel during his tenure with the Company
as Independent Director.
The Board of Directors expresses its deep appreciation to Mrs. Gayatri
Sonawane, whose Second Term as an independent Director ended on 9th August,
2025, for her valuable insights and strategic guidance that significantly contributed to
the Company's growth. Her dedication and leadership have left a lasting impact on the
organization's policies and culture of integrity. We extend our heartfelt thanks and
best wishes for her future endeavors.
Appointment of New Independent Director
Mrs. Shubha Biyani (DIN 10835737) was appointed as Additional Director
designated as an Independent Director (Non-Executive) on the Board of the Company for a
term of upto 5 (five) consecutive years on 14th November 2024, subject to
approval by the Shareholders of the Company. Later her appointment was regularised by
approval of members through Postal Ballot on 13th February 2025.
The Board of Directors, on the recommendation of the Nomination &
Remuneration Committee, recommended for the approval of the Members, appointment of Ms.
Siddhi Sushil Mantri (DIN : 09437353), as an Additional Director, designated her as Non
Executive Independent Director of the Company.
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.
All the new 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.
26
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 Company's business model, in compliance with SEBI Listing
Regulations.
Meeting of Independent Directors
The Independent Directors met once during the year in an informal
setting, without the presence of the Chairman, Non-Executive Non-Independent Directors,
and the Chief Financial Officer, to discuss relevant matters. Policies on Appointment and
Remuneration of Directors. 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 Company's website and are detailed in the Corporate Governance Report.
Board and Director's 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 Middle Layer under the RBI's ‘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.
Details of Board Meetings During the year
During the year under review, Five Board meetings were held. Details
are provided in the Corporate Governance Report
Conservation of Energy
The Company optimizes its electricity usage to conserve energy.
Technology Absorption Company has not imported or purchased any new technology during the
year. Hence, this section is not applicable.
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)
The Company has formulated a Corporate Social Responsibility (CSR)
Policy to contribute to society through initiatives in education, health, hygiene, animal
welfare, poverty alleviation, safe drinking water, environmental sustainability, and rural
sports. The CSR Committee, comprising Mr. Chetan Karia, Mrs. Ritu Mohatta, and Mr. Nasir
Shaikh, recommends and monitors the implementation of the CSR Policy. The Company focuses
on education, health, and animal welfare to improve the quality of life in its community.
The CSR Report is included as Annexure A to this report.
Auditors and Audit Reports Statutory Auditors
M/s S C Mehra & Associates LLP, Chartered Accountants (ICAI
Registration No.: 06156W/W100305), are the Statutory Auditors of the Company, appointed
until the conclusion of the AGM for FY 2026-27. 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 Company's 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
M/s D. G. Prajapati & Associates, Practicing Company Secretaries
(FCS 6567, CP 4209), conducted the Secretarial Audit for FY 2024-25. Their report, annexed
as Annexure B, contains no adverse remarks. The Secretarial Compliance Report, confirming
adherence to statutory requirements, has been uploaded to the BSE platform as required.
According to Regulation 24A of the SEBI Listing Regulations, 2015, and
Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board have
recommended the appointment of M/s D. G. Prajapati & Associates as Secretarial
Auditors for a term of five consecutive years, from the conclusion of the ensuing AGM
until the AGM in 2030, subject to shareholder approval. The proposal is included in the
AGM Notice. The firm has confirmed its independence, peer review status, and eligibility.
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.
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 C.
Director's Comments on Auditor's Report
The observations in the Statutory Auditor's 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.
Director's 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, 2025, 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 Company's 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 2024-25 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,
& 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 (RPTs) during the financial year were
conducted in accordance with the Company's Policy on Related Party Transactions, on
an arm's length basis, and in the ordinary course of business. The Audit Committee
granted omnibus approval for repetitive RPTs under Regulation 23(3) of the SEBI Listing
Regulations and Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014. A
quarterly statement of RPTs is presented to the Audit Committee. No material RPTs, as
defined by the Company's Policy or Section 188 of the Companies Act, 2013, were
entered into during the year, and no disclosures are required in Form AOC-2. Refer to Note
No. 27 of the Financial Statements for RPT disclosures pursuant to IND AS-24.
Borrowings
During the year the Company has not borrowed any Money.
Risk Management Policy
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's internal control procedures, including Internal
Financial Controls, ensure compliance with policies, practices, and statutes, keeping in
view the Company's growth trajectory.
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 behavior. 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
Company's 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 Company's 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. No complaints were received during FY 2024-25.
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 D. 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 C.
Details of Significant Material Orders
No significant material orders were passed by regulators, courts, or
tribunals that would impact the Company's going concern status or future operations.
Details of Fraud Reported by Auditors
No frauds were reported by the Statutory or Secretarial Auditors to the
Audit Committee or Board under Section 143(12) of the Companies Act, 2013, during the
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 Company's 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. A Compliance Certificate under Regulation 17(8)
of the SEBI Listing Regulations is provided in
Annexure F.
Green Initiative
In support of the Green Initiative of the Ministry of Corporate Affairs
and the Company's 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.
Acknowledgment
The Board expresses its gratitude to the Company's 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 Company's reputation. The Directors also thank the
Company's 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 : 13/08/2025
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