Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ('the Company' or 'Abhinav Capital Services Limited') along with the Audited financial Statements, for the financial year ended March 31, 2018.

Financial Performance

Your company posted total income and net profit of Rs. 5,11,83,943/- and Rs. 3,44,93,859/- respectively, for the financial year ended March 31, 2018 as against Rs. 4,40,47,986/- and Rs. 3,20,51,626/- respectively. The Company has earned sizable interest income inspite of non-Conductive economic condition, your Company has managed excellent growth during the year

Industry structure and Developments

The Non Banking Financial Company (NBFC) sector saw a largely stable outlook for major NBFCs. From the perspective of larger financial system, Scheduled Commercial Banks continued to be the dominant players accounting for nearly 47% of the bilateral exposure followed by Asset Management Companies managing Mutual Funds (AMC-MFs), Non Banking Financial Companies, Insurance companies, Housing finance Companies (HFCs), and All-India Financial Institutions (AIFIs).

Opportunities

NBFCs niche in certain asset classes would continue to enable them to expand their market share. Their ability to customise products, price the risk and manage credit costs, especially related to small-ticket loans, viz. light commercial vehicle (CV), used CV, small-ticketing housing loans, small-ticket LAP and micro finance, would continue to support their growth. Even in the large ticket mid corporate segment, wholesale and diversified NBFCs would continue to gain share as they possess the ability to price the risk and loan structuring flexibility. The large NBFCs are expected to grow 18% yoy over FY 2018-19.

Considering the transition to the 90 days past due (dpd) Non-performing asset (NPA) recognition will be complete by FY 2018, NBFCs could further recaliberate their provisioning policy to cushion the impact on credit cost. Government's increased focus on rural economy in te budget for 2018-19 could be a boost for NBFCs that have a significant portion of their assets in rural areas.

Threats

Growth of the company's asset book, quality of assets and ability to raise funds depend significantly on the economy. Unfavourable events in the Indian economy can effect consumer sentiment and in turn impact consumer decisions to purchase financial products. Competition from a broad range of financial service providers, unstable political environment and change in government policies/ regulatory framework could impact the Company's operations.

Outlook

The market will continue to grow and mature leading to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to customers. The Company is cautiously optimistic in its outlook for the year 2018-19.

Reserves

The Company does not recommend transferring any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Share Capital

- The Authorized Share Capital of the Company is Rs. 8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

- The Paid-up Share Capital of the Company is Rs. 6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

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

a) Buy Back of Securities

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

b) Sweat Equity

The Company has not issued any sweat equity during the year under review

c) Bonus Shares

The Company has not issued any bonus shares during the year under review

Listing of Shares

The Company's equity shares are listed on the BSE Ltd., Ahmadabad Stock Exchange. The Company confirmed that the annual listing fee to both the stock exchanges for F.Y. 2018-19 has been paid.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Chetan Karia, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment. There are no any changes in Board of directors.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the Listing Regulations , the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

Material Changes

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

DETAILS OF BOARD MEETINGS

During the year under review, Four Board meetings were held, details of which are summarized below:

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation Of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: NIL Particulars of Employees

There are no employees to whom remuneration in excess of Rs. 1.2 Crore per annum or Rs. 8.5 lakh per month has been paid.

Details of Unclaimed Suspense Account

Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditors and their Report

Under section 139 of the Companies Act, 2013 and the rules made thereunder it is mandatory to rotate the statutory Auditors on completion of the maximum term permitted under the said Act. The Audit Committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No. 106156W as the statutory Auditor of the company. M/s. S C Mehra & Associates will hold office for a period of five consecutive years from the conclusion of this Annual General Meeting of the company till the conclusion of the Annual General Meeting to be held in the year 2022 on a remuneration that may be determined by the Audit Committee in consultation with the auditors.

Extract of Annual Return as per Section 92 (3) of Companies Act 2013

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure- I.

Secretarial Audit Report

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March 2018 given by DG Prajapati & Associates, Practicing Company Secretary is annexed to this Report. The Secretarial Audit Report for the year under review is self-explanatory and annexed with this report as Annexure- II

Reports on Management Discussion Analysis

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis report is annexed as Annexure- III to this Report

Reports on Corporate Governance

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Corporate governance report is annexed as Annexure- IV to this Report

DIRECTORS' COMMENTS ON AUDITORS' REPORT

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI GUIDELINES

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect of Director's responsibility statement, it is hereby confirmed that:

I) in the preparation of the account for the financial year ended 31st March, 2018; the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the accounts for the financial year ended 31st March, 2018 on a 'going concern' basis.

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

vi) 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.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of Mr. Girish Desai, Mr. Chetan Karia & Mrs. Gayatri Sonawane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

RELATED PARTY TRANSACTIONS

The Company is not having any related party transaction during the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year under review.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The CSR Policy is not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 ('the Act'), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

INTERNAL CONTROL SYSTEM

The Company's Internal Control procedure which includes Internal Financial Controls ensures that compliance with various policies, practices & Statutes & keeping in view the Company's pace of growth.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as Abhinav Whistle Blower Policy' in addition to the existing code of conduct that governs the actions of its employees.

The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices

Maintenance of Cost records

The maintenance of Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and Redressal Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (Prevention, Prohibition & Redressal) Act 2013

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressal on works place in line with the act. The Company has not received any complaints of sexual harassment during FY 2017-18.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS STATEMENT

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

ACKNOWLEDGMENT

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

For Abhinav Capital Services Limited

Sd/-

Place: Mumbai Chetan Karia

Date: August 08, 2018 Chairman