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ABANS FINANCIAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
59056_rns_2026-02-24_75019823-3d39-486c-a4b7-2232e611f2f9.pdf
Proxy Solicitation & Information Statement
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February 24, 2026
To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, The Listing Department, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai – 400051 BSE Scrip Code: 543712 NSE Symbol: AFSL
Sub : Notice of Postal Ballot Ref : Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’)
Dear Sir/ Madam,
Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, please find enclosed herewith the Postal Ballot Notice dated February 09, 2026, along with the Explanatory Statement (“ Notice ”) of Abans Financial Services Limited (Formerly known as Abans Holdings Limited) (“ the Company ”) pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act’) read with SEBI LODR Regulations; for seeking approval of the Members of the Company on the following resolutions forming part of the Postal Ballot Notice, only through remote e-voting process:
| Resolution No. |
Description of Resolutions | Type of Resolution |
|---|---|---|
| 1 | To consider and approve re-appointment of Mr. Abhishek Bansal (DIN: 01445730) as Managing Director of the Company for a second term of five consecutive years w.e.f. June 18, 2026; |
Ordinary Resolution |
| 2 | To consider and approve re-appointment of Ms. Ashima Chhatwal (DIN: 09157529) as a Non-Executive Independent Director of the Company for a second term of five consecutive years w.e.f. July 12, 2026; |
Special Resolution |
| 3 to 49 | To consider and approve Material Related Party Transactions of the Company and its subsidiaries. |
Ordinary Resolution |
In accordance with the provisions of the Act, and circulars issued by Ministry of Corporate Affairs, Government of India (“ MCA ”) and Securities and Exchange Board of India (“ SEBI ”), from time to time, the Postal Ballot notice is being sent only through e-mail to those Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, February 20, 2026 (“ Cut-Off Date ”) received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) [collectively referred as ‘Depository Participant(s)’] and Registrar and Share Transfer Agent of the Company i.e. Purva Sharegistry (India) Private Limited (“RTA”) and who have or will register their email address with their Depository Participant(s) or with RTA in accordance with the process outlined in the Postal Ballot Notice. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Postal Ballot Notice.
Abans Financial Services Limited
(Formerly known as Abans Holdings Limited)
Regd. Office: 36, 37, 38A, Floor-3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai-400021. CIN: L74900MH2009PLC231660 Tel: +91 22 68170100 Fax: 022 61790010 Email ID: [email protected] Website: www.abansfinserv.com
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The Company has engaged the services of National Securities Depositories Limited (‘NSDL’) to provide remote e-voting facility to all its Members. The e-voting facility will be available during the following period:
| Commencement of e-voting: | Thursday,February26,2026at9.00a.m. (IST) |
|---|---|
| End of e-voting: | Friday,March 27,2026 at 5.00p.m.(IST). |
The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on the Cut-off Date. Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system by not later than the close of hours at 5.00 P.M. (IST) on Friday, March 27, 2026. The instructions for remote e-voting is provided in the ‘Notes’ section to the Notice.
The results of the remote e-voting shall be announced not later than 2 working days from the conclusion of remote e-voting and the same will be communicated to the Stock Exchanges along with the Scrutinizer's report within the prescribed time.
The Postal Ballot Notice containing e-voting instructions and other necessary details is also being hosted on the website of the Company, i.e., https://abansfinserv.com/postal-ballot and on the website of NSDL at www.evoting.nsdl.com and websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.
The above intimation is also available on the website of the Company at www.abansfinserv.com
For Abans Financial Services Limited (Formerly known as Abans Holdings Limited)
Bhargavi Digitally signed by Bhargavi Halapeti Date: 2026.02.24 Halapeti 20:05:15 +05'30'
Bhargavi Halapeti Company Secretary & Compliance Officer Membership No.: A23955
Encl: As above
Abans Financial Services Limited
(Formerly known as Abans Holdings Limited)
Regd. Office: 36, 37, 38A, Floor-3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai-400021. CIN: L74900MH2009PLC231660 Tel: +91 22 68170100 Fax: 022 61790010 Email ID: [email protected] Website: www.abansfinserv.com
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ABANS FINANCIAL SERVICES LIMITED
(Formerly known as Abans Holdings Limited)
Registered Office: 36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai – 400 021
CIN: L74900MH2009PLC231660 Email Id: [email protected] | Phone No.: +91-022-61790000 Website: www.abansfinserv.com
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, and Securities and Exchange Board of India, from time to time]
VOTING STARTS ON VOTING ENDS ON Thursday, February 26, 2026 at 9:00 a.m. (IST) Friday, March 27, 2026 at 5:00 p.m. (IST)
Dear Member(s),
Notice is hereby given that the resolutions set out below are proposed for approval by the Members of Abans Financial Services Limited (Formerly known as Abans Holdings Limited) (“ the Company ”) by means of Postal Ballot, only by remote e-voting process (“ e-voting ”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“ the Act ”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024 and the latest one being General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
An Explanatory Statement pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the SEBI LODR Regulations and circulars issued thereof forms part of this Postal Ballot Notice (the “Postal Ballot Notice”/ “Notice” ).
In accordance with the provisions of Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, and other applicable provisions of the Act and the rules made thereunder, and the Articles of Association of the Company, the Company is offering facility of e-voting to all the Members to enable them to cast their votes electronically, in lieu of submitting postal ballot forms. The manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company/ depository participant(s) as on the cut-off date i.e. Friday, February 20, 2026 .
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The Company has engaged the services of National Securities Depository Limited (“NSDL”) as its agency for providing e-voting facility to the Members of the Company. The period of voting through Postal Ballot shall commence on Thursday, February 26, 2026 at 9:00 a.m. (IST) and ends on Friday, March 27, 2026 at 5:00 p.m. (IST) .
The Board of Directors of the Company at its meeting held on Monday, February 09, 2026, have appointed Mr. P. N. Parikh (FCS 327, CP No. 1228) or failing him, Ms. Sarvari Shah (F9697, CP 11717) or failing her, Mr. Mitesh Dhabliwala (FCS 8331, CP No. 9511), from Parikh & Associates, Practicing Company Secretaries as Scrutinizer for conducting the postal ballot (remote e- voting) process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.
The Scrutinizer will submit the report to the Chairman and Managing Director of the Company or Company Secretary or to any other person authorized by them, after completion of scrutiny of the Postal Ballot through e-voting. The results of e-voting will be announced not later than two working days from the conclusion of remote e-voting, and will be displayed on the Company’s website at https://abansfinserv.com/ and the website of NSDL at https://www.evoting.nsdl.com/. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.
Summary of proposals placed for approval of the shareholders of the Company through this postal ballot are given below:
| Sr. No. | Description of Resolutions | Type of Resolution |
|---|---|---|
| 1. | To consider and approve re-appointment of Mr. Abhishek Bansal (DIN: 01445730) as Managing Director of the Company for a second term of five consecutive years w.e.f. June 18, 2026; |
Ordinary Resolution |
| 2. | To consider and approve re-appointment of Ms. Ashima Chhatwal (DIN: 09157529) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 12, 2026; |
Special Resolution |
| To consider and approve Related Party Transactions - Between Abans Financial Services Limited (“AFSL”/ “the Company”) and the following related parties: |
||
| 3. | Material Related Party Transaction(s) with Abans Broking Services Private Limited; |
Ordinary Resolution |
| 4. | Material Related Party Transaction(s) with Abans Finance Private Limited; |
Ordinary Resolution |
| 5. | Material Related Party Transaction(s) with Abans Jewels Limited; | Ordinary Resolution |
| 6. | Material Related Party Transaction(s) with Abans Securities Private Limited; |
Ordinary Resolution |
| 7. | Material Related Party Transaction(s) with Abans Fintrade Private Limited; |
Ordinary Resolution |
| 8. | Material Related Party Transaction(s) with Abans Metals Private Limited; | Ordinary Resolution |
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| Sr. No. | Description of Resolutions | Type of Resolution |
|---|---|---|
| 9. | Material Related Party Transaction(s) with Abans Enterprises Limited; | Ordinary Resolution |
| To consider and approve Related Party Transactions - Between Abans Investment Managers Limited (“AIML”) and related parties of AFSL: |
||
| 10. | Material Related Party Transaction(s) between AIML and Abans Broking Services Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 11. | Material Related Party Transaction(s) between AIML and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 12. | Material Related Party Transaction(s) between AIML and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 13. | Material Related Party Transaction(s) between AIML and Abans Securities Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 14. | Material Related Party Transaction(s) between AIML and Abans Fintrade Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| To consider and approve Related Party Transactions - Between Abans Finance Private Limited (“AFPL”) and related parties of AFSL: |
||
| 15. | Material Related Party Transaction(s) between AFPL and Abans Securities Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 16. | Material Related Party Transaction(s) between AFPL and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 17. | Material Related Party Transaction(s) between AFPL and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 18. | Material Related Party Transaction(s) between AFPL and Abans Investment Managers Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 19. | Material Related Party Transaction(s) between AFPL and Abans Enterprises Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 20. | Material Related Party Transaction(s) between AFPL and Abans Broking Services Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 21. | Material Related Party Transaction(s) between AFPL and Mr. Abhishek Bansal,Promoter of AFSL; |
Ordinary Resolution |
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| Sr. No. | Description of Resolutions | Type of Resolution |
|---|---|---|
| To consider and approve Related Party Transactions - Between Abans Broking Services Private Limited (“ABSPL”) and related parties of AFSL: |
||
| 22. | Material Related Party Transaction(s) between ABSPL and Abans Securities Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 23. | Material Related Party Transaction(s) between ABSPL and Abans Investment Managers Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 24. | Material Related Party Transaction(s) between ABSPL and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 25. | Material Related Party Transaction(s) between ABSPL and Abans Fintrade Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 26. | Material Related Party Transaction(s) between ABSPL and Abans Creations Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 27. | Material Related Party Transaction(s) between ABSPL and Abans Commodities (I) Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 28. | Material Related Party Transaction(s) between ABSPL and Abans Finance Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 29. | Material Related Party Transaction(s) between ABSPL and Abans Enterprises Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 30. | Material Related Party Transaction(s) between ABSPL and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| To consider and approve Related Party Transactions - Between Abans Securities Private Limited (“ASPL”) and related parties of AFSL: |
||
| 31. | Material Related Party Transaction(s) between ASPL and Abans Creations Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 32. | Material Related Party Transaction(s) between ASPL and Abans Broking Services Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 33. | Material Related Party Transaction(s) between ASPL and Abans Commodities (I) Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
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| Sr. No. | Description of Resolutions | Type of Resolution |
|---|---|---|
| 34. | Material Related Party Transaction(s) between ASPL and Abans Enterprises Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 35. | Material Related Party Transaction(s) between ASPL and Abans Finance Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 36. | Material Related Party Transaction(s) between ASPL and Abans Investment Managers Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 37. | Material Related Party Transaction(s) between ASPL and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 38. | Material Related Party Transaction(s) between ASPL and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 39. | Material Related Party Transaction(s) between ASPL and Abans Fintrade Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| To consider and approve Related Party Transactions - Between Abans Commodities (I) Private Limited (“ACIPL”) and related parties of AFSL: |
||
| 40. | Material Related Party Transaction(s) between ACIPL and Abans Broking Services Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 41. | Material Related Party Transaction(s) between ACIPL and Abans Enterprises Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 42. | Material Related Party Transaction(s) between ACIPL and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 43. | Material Related Party Transaction(s) between ACIPL and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 44. | Material Related Party Transaction(s) between ACIPL and Abans Securities Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 45. | Material Related Party Transaction(s) between ACIPL and Abans Creations Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 46. | Material Related Party Transaction(s) between ACIPL and Abans Fintrade Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
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| Sr. No. | Description of Resolutions | Type of Resolution |
|---|---|---|
| To consider and approve Related Party Transactions - Between Abans Global Limited (“AGL”) and related parties of AFSL: |
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| 47. | Material Related Party Transaction(s) between AGL and Abans Middle East DMCC, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| To consider and approve Related Party Transactions - Between Abans Middle East DMCC (“AMED”) and related parties of AFSL: |
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| 48. | Material Related Party Transaction(s) between AMED and Abans Global Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 49. | Material Related Party Transaction(s) between AMED and Abans International Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
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SPECIAL BUSINESSES
1. To consider and approve re-appointment of Mr. Abhishek Bansal (DIN: 01445730) as Managing Director of the Company for a second term of five consecutive years w.e.f. June 18, 2026
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in accordance with Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and pursuant to the recommendation of the Nomination, Remuneration & Compensation Committee and the Board of Directors, the approval of the Members of the Company be and is hereby accorded for the reappointment of Mr. Abhishek Bansal (DIN: 01445730) as Managing Director of the Company for a second term of five (5) consecutive years, with effect from June 18, 2026 up to June 17, 2031 (including both days), liable to retire by rotation, at NIL remuneration with liberty to the Board of Directors (including any relevant Committee thereof) to alter and vary the terms and conditions of the said re-appointment as it may deem fit and as may be acceptable to Mr. Abhishek Bansal;
RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
2. To consider and approve re-appointment of Ms. Ashima Chhatwal (DIN: 09157529) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 12, 2026
To consider and if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in accordance with Regulation 16, Regulation 17, Regulation 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and based on the recommendation of the Nomination, Remuneration & Compensation Committee and the Board of Directors, the approval of the Members of the Company be and is hereby accorded for the re-appointment of Ms. Ashima Chhatwal (DIN: 09157529) as an Independent Director of the Company for a second term of five (5) consecutive years, with effect from July 12, 2026 up to July 11, 2031 (including both days), who is eligible for such re-appointment and who has submitted a declaration confirming that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 of the SEBI LODR Regulations, and that she shall not be liable to retire by rotation;
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RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder, Ms. Ashima Chhatwal shall be entitled to receive the sitting fees/ commission as permitted to be received in the capacity of Independent Director under the Act and SEBI LODR Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time;
RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
3. To consider and approve Material Related Party Transaction(s) with Abans Broking Services Private Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Broking Services Private Limited (‘ ABSPL’ ), a step-down subsidiary, hence being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and ABSPL for an aggregate value up to Rs.1,94,500 lakhs, for sale of securities, purchase of securities, redemption of debt securities to be received during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
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RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
4. To consider and approve Material Related Party Transaction(s) with Abans Finance Private Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Finance Private Limited (‘ AFPL’ ), a subsidiary, hence being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and AFPL for an aggregate value up to Rs.1,14,500 Lakhs, for purchase of securities and amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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5. To consider and approve Material Related Party Transaction(s) with Abans Jewels Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Jewels Limited (‘ AJL’ ), being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and AJL for an aggregate value up to Rs.1,94,500 Lakhs, for purchase of securities, sale of securities, redemption on debt securities to be received during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
6. To consider and approve Material Related Party Transaction(s) with Abans Securities Private Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on
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determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Securities Private Limited (‘ ASPL’ ),a step-down subsidiary hence being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and ASPL for an aggregate value up to Rs.1,94,500 Lakhs, for purchase of securities, sale of securities, redemption of debt securities to be received during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
7. To consider and approve Material Related Party Transaction(s) with Abans Fintrade Private Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Fintrade Private Limited (‘ AFTPL’ ), being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and AFTPL for an aggregate value up to Rs.1,94,500
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Lakhs, for purchase of securities, sale of securities, redemption of debt securities to be received during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
8. To consider and approve Material Related Party Transaction(s) with Abans Metals Private Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Metals Private Limited (‘ AMPL’ ), being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and AMPL for an aggregate value up to Rs.1,60,000 Lakhs, for purchase of securities, sale of securities and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/
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regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
9. To consider and approve Material Related Party Transaction(s) with Abans Enterprises Limited
To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between the Company and Abans Enterprises Limited (‘ AEL’ ), being the related party under Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between the Company and AEL for an aggregate value up to Rs.37,375 Lakhs, for amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be
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and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
10. To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Broking Services Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Investment Managers Limited (‘ AIML ’) and Abans Broking Services Private Limited (‘ ABSPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AIML and ABSPL, for an aggregate value of Rs.80,000 Lakhs, for sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AIML and ABSPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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11. To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Investment Managers Limited (‘ AIML ’) and Abans Jewels Limited (‘ AJL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AIML and AJL, for an aggregate value of Rs.1,17,375 Lakhs, for amount to be received on redemption of securities during the period, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AIML and AJL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
12. To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on
Page 15 of 482
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determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Investment Managers Limited (‘ AIML ’) and Abans Metals Private Limited (‘ AMPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AIML and AMPL, for an aggregate value of Rs.1,17,375 Lakhs, for amount to be received on redemption of securities during the period, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AIML and AMPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
13. To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Securities Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Investment Managers Limited (‘ AIML ’) and Abans Securities Private Limited (‘ ASPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL ’) and therefore, both being related parties of AFSL in terms of Regulation
Page 16 of 482
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2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AIML and ASPL, for an aggregate value of Rs.80,000 Lakhs, for sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AIML and ASPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
14. To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Fintrade Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Investment Managers Limited (‘ AIML ’) and Abans Fintrade Private Limited (‘ AFTPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL ’) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AIML and AFTPL, for an aggregate value of Rs.1,17,375 Lakhs, for amount to be received on redemption of securities during the period, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AIML and AFTPL;
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RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
15. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Securities Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Securities Private Limited (‘ ASPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and ASPL, for an aggregate value of Rs.4,37,500 Lakhs, for securities to be issued during the year, loan to be given during the year, sale of securities and securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and ASPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
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RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
16. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Metals Private Limited (‘ AMPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and AMPL, for an aggregate value of Rs.5,54,875 Lakhs, for securities to be issued during the period, loan to be given during the period, purchase of securities, sale of securities, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and AMPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
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RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
17. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Jewels Limited (‘ AJL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and AJL, for an aggregate value of Rs.8,04,875 Lakhs, for securities to be issued during the period, loan to be given during the period, purchase of securities, sale of securities, securities to be redeemed during the period, amount received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and AJL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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18. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Investment Managers Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Investment Managers Limited (‘ AIML’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and AIML, for an aggregate value of Rs.1,61,250 Lakhs, for securities to be issued during the period, securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and AIML;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
19. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Enterprises Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on
Page 21 of 482
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determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Enterprises Limited (‘ AEL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and AEL, for an aggregate value of Rs.2,87,375 Lakhs, for loan to be given during the year, securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and AEL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
20. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Broking Services Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Abans Broking Services Private Limited (‘ ABSPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation
Page 22 of 482
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2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and ABSPL, for an aggregate value of Rs.6,87,500 Lakhs, securities issued during the year, for securities to be issued during the period, loan to be given during the period, sale of securities, securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and ABSPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
21. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Mr. Abhishek Bansal, Promoter of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Finance Private Limited (‘ AFPL’ ) and Mr. Abhishek Bansal, Promoter of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AFPL and Mr. Abhishek Bansal, for an aggregate value of Rs.2,50,000 Lakhs, for loan received during the year and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AFPL and Mr. Abhishek Bansal;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make
Page 23 of 482
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representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
22. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Securities Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Securities Private Limited (‘ ASPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and ASPL, for an aggregate value of Rs.9,87,500 Lakhs, for sale of securities, sale of goods, securities to be issued during the period and securities to be redeemed during the period and other transactions for the purpose of business to be entered during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and ASPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/
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Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
23. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Investment Managers Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Investment Managers Limited (‘ AIML ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AIML, for an aggregate value of Rs.1,62,250 Lakhs, for securities to be issued during the period, securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AIML;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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24. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Jewels Limited (‘ AJL ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AJL, for an aggregate value of Rs.61,44,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods, securities to be issued, securities to be redeemed, amount to be received on redemption of securities during the period sand other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AJL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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25. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Fintrade Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Fintrade Private Limited (‘ AFTPL ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AFTPL, for an aggregate value of Rs.19,04,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods,securities to be issued to be during the period, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AFTPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
Page 27 of 482
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26. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Creations Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Creations Private Limited (‘ Abans Creations’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and Abans Creations, for an aggregate value of Rs.1,00,000 Lakhs, for sale of goodsand other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and Abans Creations;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
27. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Commodities (I) Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on
Page 28 of 482
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determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Commodities (I) Private Limited (‘ ACIPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and ACIPL, for an aggregate value of Rs.8,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and ACIPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
28. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Finance Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Finance Private Limited (‘ AFPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of
Page 29 of 482
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the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AFPL, for an aggregate value of Rs.1,07,500 Lakhs, for securities to be issued during the period, securities to be redeemed during the period, and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AFPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
29. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Enterprises Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Enterprises Limited (‘ AEL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AEL, for an aggregate value of Rs.16,37,375 Lakhs, for purchase of goods, sale of goods, securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AEL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including
Page 30 of 482
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contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
30. To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Broking Services Private Limited (‘ ABSPL ’) and Abans Metals Private Limited (‘ AMPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ABSPL and AMPL, for an aggregate value of Rs.19,04,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods, securities to be issued during the period, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ABSPL and AMPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
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RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
31. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Creations Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Creations Private Limited (‘ Abans Creations ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and Abans Creations for an aggregate value of Rs.1,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and Abans Creations;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
Page 32 of 482
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32. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Broking Services Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Broking Services Private Limited (‘ ABSPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and ABSPL for an aggregate value of Rs.9,87,500 Lakhs, sale of securities, for sale of goods, securities to be issued during the period and securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and ABSPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
33. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Commodities (I) Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the
Page 33 of 482
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Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Commodities (I) Private Limited (‘ ACIPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and ACIPL for an aggregate value of Rs.8,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and ACIPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
34. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Enterprises Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Enterprises
Page 34 of 482
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Limited (‘ AEL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AEL for an aggregate value of Rs.16,37,375 Lakhs, purchase of goods, sale of goods and securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AEL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
35. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Finance Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Finance Private Limited (‘ AFPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AFPL for an aggregate value of Rs.1,07,500 Lakhs, for securities to be issued during the period and securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AFPL;
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RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
36. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Investment Managers Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Investment Managers Limited (‘ AIML’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AIML for an aggregate value of Rs.1,61,250 Lakhs, for securities to be issued during the period and securities to be redeemed during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AIML;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
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RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
37. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Jewels Limited (‘ AJL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AJL for an aggregate value of Rs.19,04,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods, securities to be issued during the period, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AJL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
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RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
38. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Metals Private Limited (‘ AMPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AMPL for an aggregate value of Rs.19,04,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods, securities to be issued during the period, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AMPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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39. To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Fintrade Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Securities Private Limited (‘ ASPL ’) and Abans Fintrade Private Limited (‘ AFTPL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ASPL and AFTPL for an aggregate value of Rs.19,04,875 Lakhs, for purchase of securities, purchase of goods, sale of securities, sale of goods, securities to be issued during the period, securities to be redeemed during the period, amount to be received on redemption of securities during the period and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ASPL and AFTPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
40. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Broking Services Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the
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Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Broking Services Private Limited (‘ ABSPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and ABSPL, for an aggregate value of Rs.8,80,000 Lakhs, for sale of securities, sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and ABSPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
41. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Enterprises Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans
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Enterprises Limited (‘ AEL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and AEL, for an aggregate value of Rs.8,80,000 Lakhs, for purchase of goods, sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and AEL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
42. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Jewels Limited (‘ AJL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and AJL, for an aggregate value of Rs.16,80,000 Lakhs, for purchase of goods, sale of goods, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and AJL;
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RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
43. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Metals Private Limited (‘ AMPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and AMPL, for an aggregate value of Rs.16,80,000 Lakhs, for purchase of goods, sale of goods, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and AMPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
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RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
44. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Securities Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Securities Private Limited (‘ ASPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and ASPL, for an aggregate value of Rs.8,80,000 Lakhs, for sale of goods, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and ASPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
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45. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Creations Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Creations Private Limited (‘ Abans Creations ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and Abans Creations, for an aggregate value of Rs.1,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and Abans Creations;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
46. To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Fintrade Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any
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statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/ transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Commodities (I) Private Limited (‘ ACIPL ’) and Abans Fintrade Private Limited (‘ AFTPL ’), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between ACIPL and AFTPL, for an aggregate value of Rs.16,80,000 Lakhs, for purchase of goods, sale of goods, sale of securities and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of ACIPL and AFTPL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
47. To consider and approve Material Related Party Transaction(s) between Abans Global Limited and Abans Middle East DMCC, Companies part of the Promoter Group of Abans Financial Services Limited
“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Global Limited (‘ AGL’ ) and Abans Middle East DMCC (‘ AMED’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and
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therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AGL and AMED, for an aggregate value of Rs.20,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AGL and AMED;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
48. To consider and approve Material Related Party Transaction(s) between Abans Middle East DMCC and Abans Global Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Middle East DMCC (‘ AMED’ ) and Abans Global Limited (‘ AGL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AMED and AGL, for an aggregate value of Rs.20,00,000 Lakhs, for sale of goods and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AMED and AGL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make
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representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
49. To consider and approve Material Related Party Transaction(s) between Abans Middle East DMCC and Abans International Limited, Companies part of the Promoter Group of Abans Financial Services Limited
RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time (“ SEBI LODR Regulations ”), and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company’s Policy on determining Materiality of and dealing with Related Party Transactions, pursuant to the recommendations from the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to enter into and/or execute new contract(s)/ arrangement(s)/transaction(s) and/ or to continue with the existing contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or a series of transactions taken together), more specifically set out in the explanatory statement to this resolution on the respective material terms & conditions set out therein, between Abans Middle East DMCC (‘ AMED’ ) and Abans International Limited (‘ AIL’ ), Companies part of the Promoter Group of Abans Financial Services Limited (‘ AFSL’ ) and therefore, both being related parties of AFSL in terms of Regulation 2(1)(zb) of the SEBI LODR Regulations, on such terms and conditions as may be agreed between AMED and AIL, for an aggregate value of Rs.17,50,000 Lakhs, for securities to be issued during the period, finance cost on securities, securities to be redeemed during the period, amount to be received on rate swap, amount to be paid under rate swap and other transactions for the purpose of business to be entered, during F.Y. 2026-27, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of AMED and AIL;
RESOLVED FURTHER THAT the Board be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/ regulatory authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto;
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RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Key Managerial Personnel(s) or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s);
RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects without any further reference to the Members.”
Registered Office: 36, 37, 38A, 3[rd] Floor, 227 Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021
By order of the Board of Directors For Abans Financial Services Limited (Formerly known as Abans Holdings Limited)
CIN: L74900MH2009PLC231660 Website: www.abansfinserv.com Email: [email protected] Tel: +91 - 022 – 6179 0000
Sd/Bhargavi Halapeti Company Secretary & Compliance Officer Membership No.: ACS 23955
Date: Monday, February 09, 2026 Place: Mumbai
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Notes:
1. Explanatory Statement
A statement, pursuant to the provisions of Section 102(1), 110 and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the SEBI LODR Regulations are attached. Details pursuant to Regulation 23 of the SEBI LODR Regulations read with Industry Standards Forum note on minimum information to be provided to the Audit Committee and Shareholders (RPT Industry Standards), for approval of related party transactions and details of Directors seeking re-appointment pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India, is furnished in the Explanatory Statement forming part of this Notice.
2. Dispatch of Notice through electronic means
In accordance with the provisions of the Act, MCA Circulars and SEBI Circulars, this Notice is being sent only by electronic mode to those Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, February 20, 2026 ( “Cut-Off Date” ) received from the Depositories i.e. National Securities Depository Limited (“ NSDL ”)/ Central Depository Services (India) Limited (“ CDSL ”) and Registrar and Share Transfer Agent of the Company i.e. Purva Sharegistry (India) Private Limited (“ RTA ”) and who have or will register their email address with their Depository Participant(s) (“ DPs ”) or with RTA in accordance with the process outlined in this Notice. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, this Notice has been uploaded on the website of the Company at www.abansefinserv.com. Members may note that the Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and NSE Limited www.nseindia.com and the Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
Dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Mumbai (in vernacular language i.e., Marathi) and one English Newspaper circulated throughout India (in English Language) and shall be hosted on the Company’s website. The said public notice shall also mention the process for registration of email IDs by those Shareholders who have not yet registered their email IDs with the Company.
3. Voting rights
Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off date. Only those Members whose names are recorded in the Register of Members/ List of Beneficial Owners maintained by the Depositories as on the Cut-Off Date shall be eligible to cast their votes through remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
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Voting rights is one vote per equity share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the members as on the cut-off date February 20, 2026.
Once the vote on the resolution is cast, the members shall not be allowed to change it subsequently.
4. Electronic voting
In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act, as amended, read together with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI LODR Regulations, Secretarial Standard – 2 issued by the Institute of Company Secretaries of India, MCA Circulars and SEBI Circulars, the Company is providing the remote e-voting facility to its Members to cast their votes electronically on the matters included in this Notice. For this purpose, the Company has engaged the services of NSDL to provide e-voting facility to enable the Members to cast their votes electronically. The facility of casting votes by a Member using remote e-voting system by NSDL.
Members are requested to follow the procedure stated in the “Instructions for E-voting Section” of this Notice for casting of votes electronically.
The cut-off date for determining the Members eligible to vote on Resolutions proposed to be considered at the Meeting, is Friday, February 20, 2026. The e-voting period commences on Thursday, February 26, 2026 at 9.00 a.m. (IST) and ends on Friday, March 27, 2026 at 5.00 p.m. (IST). During this period, the Members of the Company holding shares in physical or electronic form, as on the Cut-Off Date may cast their vote by electronic means in the manner and process as mentioned in this Notice. Once the vote is cast by the Member, the Member shall not be allowed to change it or cast the vote again. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be disabled thereafter.
The Resolutions set out in this Notice shall be deemed to have been passed on the last date of e-voting, if approved by the requisite majority.
5. Scrutinizer
The Board of Directors of the Company at its Meeting held on Monday, February 09, 2026, have appointed Mr. P. N. Parikh (FCS 327, CP No. 1228) or failing him, Ms. Sarvari Shah (F9697, CP 11717) or failing her, Mr. Mitesh Dhabliwala (FCS 8331, CP No. 9511), from Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Scrutinizer will submit the report to the Chairman and Managing Director or Company Secretary or to any other person authorized by them after completion of the scrutiny of the remote e-voting. The Scrutinizer’s decision on the validity of votes cast will be final. The results of the Postal Ballot will be announced by Chairman and Managing Director or Company Secretary of the Company or to any other person authorized by them not later than 2 working days from the conclusion of remote e-voting.
The Voting results along with Scrutinizer’s Report will be displayed at the Registered Office as well as the Corporate Office of the Company and will also be communicated to BSE Limited (“BSE”) and at NSE Limited (“ NSE” ) where the shares of the Company are listed. A copy of the results will also be available on NSDL website at https://www.evoting.nsdl.com and the Company’s website at http://www.abansfinserv.com.
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6. Proxy(ies)
A member cannot exercise his/ her vote through proxy on postal ballot. Institutional/ Corporate Members (i.e. other than individuals, HUF, NRI etc.) intending to authorize their representatives for the purpose of voting are required to send a certified copy of the Board Resolution/ Authorisation etc. authorizing their representatives to vote on their behalf to the Scrutinizer by email at [email protected] with a copy marked to [email protected].
7. Inspection
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email request to [email protected] mentioning his / her / its folio number / DP ID and Client ID.
8. Mandatory updation of PAN, KYC, Nomination and Bank details by Members
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a) Members may please note that as per the SEBI Master Circular for Registrars to an Issue and Share Transfer Agents dated May 17, 2023 and SEBI Circular SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities, and linking PAN with Aadhaar. Member are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR Code, IFSC Code, etc.:
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i. For shares held in electronic form: to their Depository Participants (DPs)
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ii. For shares held in physical form: to the Company/ Company’s Registrar and Transfer Agents, Purva Sharegistry (India) Private Limited (“RTA”) in prescribed Form ISR-1, Form ISR-2 and SH-13 (available on the Company’s website at https://abansfinserv.com/downloads to update KYC and choice of Nomination (in case same are not already updated), to the Company’s Registrar and Share Transfer Agent.
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b) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022, as amended, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company’s website and on the website of the Company’s RTA at [email protected].
It may be noted that any service request can be processed only after the folio is KYC Compliant.
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c) SEBI vide its Notification dated January 24, 2022 has amended Regulation 40 of the SEBI LODR Regulations which has mandated that all requests for transfer of securities including transmission and transposition requests be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
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d) Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share
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certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
- e) As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.
SEBI vide its Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024, has mandated that with effect from April 01, 2024, dividend to security holders who are holding securities in physical form, shall be paid only through electronic mode. Such payment shall be made only after the shareholders furnish their PAN, contact details (postal address with PIN and mobile number), Bank Account details & Specimen Signature (“KYC”).
9. Green Initiative
In line with the initiatives of the Ministry of Corporate Affairs and SEBI, the Company follows electronic mode for dissemination of notices and shareholder communications. Members are requested to register or update their email ID and address details with their Depository Participants or the Company/RTA to enable seamless electronic communication and support paperless governance."
PROCEDURE FOR E-VOTING:
(i) E-VOTING FACILITY:
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(a) Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI LODR Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 09, 2020, Secretarial Standard on General Meetings SS-2 issued by the Institute of Company Secretaries of India and any amendments thereto, the Company is providing e-voting facility of NSDL to its Members to exercise their right to vote on the proposed resolutions by electronic means.
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(b) The e-voting facility will be available during the following voting period:
Commencement of e-voting Thursday, February 26, 2026 at 9:00 a.m. (IST) End of e-voting Friday, March 27, 2026 at 5:00 p.m. (IST)
The remote e-voting will not be allowed beyond the aforesaid date and time, and the remote e- voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the vote on the resolution in cast by the Member, he/she shall not be allowed to change it subsequently.
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(c) The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid-up equity share capital of the Company as on the Cut-off Date i.e. Friday, February 20, 2026
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(d) Members holding shares either in physical form or dematerialized form, as on the Cut-off Date i.e. Friday, February 20, 2026, (including those Members who may not receive this Postal Ballot Notice due to non-registration of their email address with RTA or the DPs, as aforesaid) can cast their
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votes electronically, in respect of the Resolution as set out in this Postal Ballot Notice only through the remote e-voting.
- (ii) THE INSTRUCTIONS FOR E-VOTING ARE AS FOLLOWS:
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- Step 2 : Cast your vote electronically on NSDL e voting system.
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched,click on the icon “Login” which is available under |
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‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
- Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders holding securities in demat mode with CDSL
-
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
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After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
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If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
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Individual You can also login using the login credentials of your demat account through your Shareholders (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. upon securities in demat logging in, you will be able to see e-Voting option. Click on e-Voting option, you mode) login through will be redirected to NSDL/CDSL Depository site after successful authentication, their depository wherein you can see e-Voting feature. Click on company name or e-Voting service participants provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
to login through Depository i.e. NSDL and |
CDSL. |
|---|---|
| Login type | Helpdesk details |
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
-
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
-
Your User ID details are given below :
| 4. | Your User ID details are given below : | ||
|---|---|---|---|
| Manner of holding shares i.e. Demat | Your User ID is: | ||
| (NSDL or CDSL) or Physical | |||
| a) For Members who hold shares in demat | 8 Character DP ID followed by 8 Digit Client | ||
| account with NSDL. | ID | ||
| For example if your DP ID is IN300*** and | |||
| Client ID is 12** then your user ID is | |||
| IN30012***. |
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| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
|---|---|
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
-
-
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Sagar S. Gudhate, Senior Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
-
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to [email protected]
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, -
you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .
- Alternatively shareholder/ members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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- In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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INFORMATION AT A GLANCE:
| Particulars | Notes |
|---|---|
| Cut-off Date to determine those members who are eligibleto vote on theresolution |
Friday, February 20, 2026 |
| Votingstart time and date | 9.00 a.m. (IST) on Thursday, February 26, 2026 |
| Voting endtime and date | 5.00 p.m. (IST) on Friday, March 27, 2026 |
| Date on which the resolution is deemed to be passed |
Last date of voting i.e. Friday, March 27, 2026 |
| Name, address and contact details of Registrarand Share Transfer Agent. |
Contact Person:Ms. Deepali Dhuri |
| Compliance Officer | |
| PurvaSharegistry (India)PrivateLimited | |
| Unit no. 9, Shiv Shakti Ind. Est., J .R. Boricha Marg,Lower Parel(E),Mumbai 400 011 |
|
| Email id:[email protected] | |
| ContactNumber: 022 41343255/ 022 41343256 | |
| Name, address and contact details of e- voting service provider |
Contact Person:Mr. SagarGudhate |
| Officer | |
| NationalSecuritiesDepositoryLimited | |
| 4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 |
|
| Contactdetails: [email protected]; | |
| Contact number- 18001020 990 /1800224 430 | |
| NSDLe-voting websiteaddress | https://www.evoting.nsdl.com/ |
| Name and contact details of the Compliance Officer |
Contact Person: |
| Ms.Bhargavi Halapeti | |
| Company Secretary & Compliance Officer | |
| 36, 37, 38A, Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point,Mumbai – 400 021 |
|
| ContactNumber: 0226179 0000 | |
| Email: [email protected] |
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND/ OR REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:
- Item No. 1: To consider and approve re appointment of Mr. Abhishek Bansal (DIN: 01445730) as Managing Director of the Company for a second term of five consecutive years w.e.f. June 18, 2026
Mr. Abhishek Bansal (DIN: 01445730) is presently serving as the Managing Director of the Company. His current term as Managing Director shall conclude on June 17, 2026.
In terms of Section 196(2) of the Companies Act, 2013, the appointment or re-appointment of a Managing Director shall not be for a term exceeding five years at a time and shall require approval of the Members of the Company. Further, Section 196(4) read with Section 197 and Schedule V of the Act, and Regulation 17 of the SEBI LODR Regulations, require shareholder approval for re-appointment and payment of remuneration to Managing Directors of listed entities.
Based on the evaluation of his performance, leadership, contribution to the growth and strategic direction of the Company, and considering continuity of management, the Nomination, Remuneration & Compensation Committee, at its meeting held on February 09, 2026, has recommended the re-appointment of Mr. Abhishek Bansal as Managing Director of the Company for a further term of five consecutive years commencing from June 18, 2026, liable to retire by rotation.
The Board of Directors, at its meeting held on February 09, 2026 after considering the recommendation of the Nomination, Remuneration & Compensation Committee, approved the re-appointment of Mr. Abhishek Bansal, subject to approval of the Members of the Company.
Details of Mr. Abhishek Bansal seeking re-appointment pursuant to Regulation 36 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India are stated below. (Annexure A)
The main terms and conditions of appointment of Mr. Abhishek Bansal (hereinafter referred to as “MD”) are given below:
A. Tenure of Appointment
The appointment as MD is for a period of five years with effect from June 18, 2026.
B. Nature of Duties
The MD shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and/ or subsidiaries, including performing duties as assigned to the MD from time to time by serving on the boards of such associated companies and/ or subsidiaries or any other executive body or any committee of such a company.
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C. Remuneration
Mr. Abhishek Bansal has opted not to receive any remuneration from the Company.
Mr. Abhishek Bansal has furnished the requisite consent and declarations confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and is eligible for re-appointment.
All other terms and conditions of his appointment shall be governed by the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Abhishek Bansal himself and his relatives to the extent of their shareholding interest in the Company, if any, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.
In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions read with Schedule V to the Act, the terms of appointment of the MD as specified above are being placed before the Members for their approval by way of an Ordinary Resolution.
The Board of Directors recommends the Ordinary Resolution set out at Item No. 1 for approval by the Members.
- Item No. 2: To consider and approve re appointment of Ms. Ashima Chhatwal (DIN: 09157529) as an Independent Director of the Company for a second term of five consecutive years w.e.f. July 12, 2026
Ms. Ashima Chhatwal (DIN: 09157529) was appointed as an Independent Director of the Company for a first term of five consecutive years, which shall conclude on July 11, 2026.
In terms of the provisions of Sections 149(10) and 149(11) of the Companies Act, 2013 read with Schedule IV thereto, an Independent Director may be appointed for a term of up to five consecutive years and shall be eligible for re-appointment for a second term on passing of a special resolution by the Members of the Company, subject to performance evaluation by the Board and recommendation of the Nomination, Remuneration & Compensation Committee.
Further, Regulation 25(2A) of the SEBI LODR Regulations also mandates that the re-appointment of an Independent Director for a second term shall be approved by the shareholders by way of a special resolution.
Based on the performance evaluation carried out by the Board of Directors and considering her integrity, expertise, experience, contribution to Board deliberations and continued association being beneficial to the Company, the Nomination, Remuneration & Compensation Committee, at its meeting held on February 09, 2026, recommended the re-appointment of Ms. Ashima Chhatwal as an Independent Director for a second term of five consecutive years commencing from July 12, 2026.
The Board of Directors, at its meeting held on February 09, 2026, after considering the recommendation of the Nomination, Remuneration & Compensation Committee, approved the proposal for her re-appointment,
Details of Ms. Ashima Chhatwal seeking re-appointment pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India are stated below.
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Ms. Ashima Chhatwal has furnished:
-
a declaration under Section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations confirming that she meets the criteria of independence;
-
confirmation that she is not disqualified from being appointed as a Director under Section 164 of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and has given her consent to act as a Director of the Company; and
-
her consent to act as an Independent Director.
-
confirmation that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affair.
In the opinion of the Board, Ms. Ashima Chhatwal fulfils the conditions specified in the Companies Act, 2013 and the SEBI LODR Regulations for re-appointment as an Independent Director and is independent of the management.
As per the provisions of the Act, Independent Directors are not liable to retire by rotation. She shall be entitled to such sitting fees, reimbursement of expenses and commission, if any, as may be approved by the Board of Directors, in accordance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations.
None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the Postal Ballot Notice, except Ms. Ashima Chhatwal to the extent of her re-appointment.
The Board of Directors recommends the Special Resolution set out at Item No. 2 for approval by the Members.
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Annexure A - Details of Directors seeking re-appointment pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India
| India | |||
|---|---|---|---|
| Sr. No. |
Particulars | Details | |
| **1. ** | Name of Director | Mr. Abhishek Bansal | Ms. Ashima Chhatwal |
| **2. ** | Designation and Category of Director |
Managing Director of the Company. Seeking re-appointment as Managing Director for second term of five consecutive years with effect from June 18, 2026. |
Independent Director of the Company. Seeking re- appointment as Independent Director for second term of five consecutive years with effect fromJuly12,2026. |
| **3. ** | Director Identification Number (DIN) |
01445730 | 09157529 |
| **4. ** | Date of Birth/Age | May 22, 1987; 38 years | July 15, 1993; 32 years |
| **5. ** | Nationality | Indian | Indian |
| **6. ** | Date of first appointment |
September 24, 2009 | July 12, 2021 |
| **7. ** | Qualifications | Bachelor of Commerce and Master of Commerce from University of Mumbai |
Member of The Institute of Company Secretaries of India (ICSI) & Bachelor of Legislative Law |
| **8. ** | Brief profile & Nature of expertise in specific functional area) |
Mr. Abhishek Bansal is a Commerce graduate and post- graduate from the University of Mumbai, he is the founder of the Abans Group. Under his leadership, the Group has evolved from a trading house into a diversified financial services entity with presence across broking, NBFC operations, agri- commodities, asset management, and international remittance. He currently oversees the Group’s overall strategy, operations, and expansion. His vision drives investment decisions, network building, and business innovation, positioning the Group for sustained growth, global presence, andlong-termvalue creation. |
Ms. Chhatwal has 8+ years of experience in the field of merger acquisitions, venture capital private equity transactions, legal matters, corporate commercial transactions, corporate governance practices, policy making, special projects, secretarial laws, due diligence, and other compliances. She has worked as a lawyer with HCL Technologies Limited, AZB & Partners, Trilegal. |
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| Sr. No. |
Particulars | Details | Details |
|---|---|---|---|
| **9. ** | Terms and Conditions of appointment/ re- appointment |
Re-appointment as a Managing Director for second term of five consecutive years with effect from June 18, 2026. Terms and conditions of his re- appointment and proposed remuneration are specified in the resolution set out in the explanatory statement annexed to this Postal Ballot Notice. |
Re-appointment as an Independent Director for second term of five consecutive years with effect from July 12, 2026. Sitting fees for attending Board and Committee Meetings, if any, where she is a member. |
| **10. ** | Directorship in other listed entities |
Not Applicable | Not Applicable |
| **11. ** | Directorship in Other Companies (excluding Foreign Companies) |
1. Abans Investment Managers Limited 2. Abans Finance Private Limited 3. Abans Creations Private Limited 4. Zicuro Technologies Private Limited 5. Abans Metals Private Limited 6. Abans Realty And Infrastructure Private Limited 7. Abans Capital Private Limited 8. Abans Foundation |
1. R & B Infra Project Limited 2. Sanghvi Housing and Infrastructure Limited 3. Abans Securities Private Limited 4. Abans Finance Private Limited 5. Abans Broking Services Private Limited 6. Abans Commodities (I) Private Limited |
| **12. ** | Chairmanships/ Memberships of Committees held in Committees of Other Companies (only Statutory Committees as required to be constituted under the Act considered) |
Chairman of Risk Management Committee of Abans Financial Services Limited |
1. Chairperson of Nomination & Remuneration Committee of Abans Finance Private Limited 2. Member of Audit Committee of Abans Financial Services Limited, Abans Finance Private Limited, Abans Broking Services Private Limited and R & B Infra Project Limited 3. Member of Nomination & Remuneration Committee of Abans Broking Services Private Limited and R & B Infra Project Limited 4. Member of Corporate Social Responsibility Committee of R & B Infra Project Limited |
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| Sr. No. |
Particulars | Details | Details |
|---|---|---|---|
| **13. ** | Names of listed entities from which the directors have resigned in the past 3 (three) years |
Not Applicable | Not Applicable |
| **14. ** | Details of remuneration sought to be paid |
Mr. Abhishek Bansal has opted not to receive any remuneration from the Company. |
Ms. Ashima Chhatwal is entitled to receive sitting Fees for attending Board and Committee Meetings as determined by the Board of Directors from time to time. |
| **15. ** | Remuneration last drawn (including sitting fees, if any) (FY2024-25) |
NIL | Rs.4,90,000/- |
| **16. ** | Number of Board meetings attended during the year |
4/5 | 5/5 |
| **17. ** | Shareholding in the Company as on date of Notice (including shareholding as Beneficial Owner) |
3,56,98,500 equity shares (~70.47%) |
NIL |
| **18. ** | Relationship with other Directors/ Key Managerial Personnel |
None | None |
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Context for Resolution No(s). 3 to 49:
In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”), as amended from time to time, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed the thresholds specified under Schedule XII of the SEBI LODR Regulations, as determined based on the listed entity’s last audited consolidated turnover, and shall require prior approval of the Members by way of an Ordinary Resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.
Further, Regulation 2(1)(zc) of the SEBI LODR Regulations defines a Related Party Transaction (“ RPT ”) to include a transaction involving transfer of resources, services or obligations between:
-
(i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand;
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(ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract.
Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 has introduced the Industry Standards on “Minimum information to be provided for review of the Audit Committee and Shareholders for approval of a related party transaction” (‘Industry Standards’) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the SEBI LODR Regulations read with the SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“ SEBI Circular ”). The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the Shareholders, while seeking approval.
The Company proposes to enter into and/ or continue certain related party transaction(s) during the Financial Year 2026–27 with its subsidiary(ies) and other related parties, as more particularly detailed in the tables forming part of this Explanatory Statement.
Considering the nature, volume and frequency of the proposed transactions, the aggregate value of such transaction(s), whether undertaken individually or collectively or in tranches, is expected to exceed the materiality thresholds prescribed under Regulation 23 of the SEBI LODR Regulations and the Company’s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions.
It is in the above context that, Resolution No(s). 3 to 49 are placed for the approval of the Shareholders of Abans Financial Services Limited (“Company”/ “AFSL”) along with necessary details on the proposed RPTs provided in this Statement.
The Company shall ensure compliance with all applicable provisions of the Companies Act, 2013, SEBI LODR Regulations, the Industry Standards and the Company’s internal policies, from time to time.
For the purpose of calculating the total amount of the proposed RPTs (as provided in resolution(s) 3 to 49) as a percentage of the annual consolidated turnover of AFSL and/or the annual standalone turnover of the subsidiary company and/or the annual standalone turnover of the related party (as applicable), FY 2024‑25 has been considered as the “preceding financial year”. This is on account of the financial statements/results of AFSL for FY 2025‑26 being pending approval by the Board of Directors of the Company and subsequent adoption by the shareholders at the ensuing Annual General Meeting to be held during FY 2026‑27, and/or
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the financial statements of the subsidiary companies and/or the related party, as applicable, being pending approval by their respective boards of directors and shareholders, to be held during FY 2026‑27.
All the figures for the said agenda items are expressed in Lakh.
Members may note that in terms of the provisions of the SEBI LODR Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote with respect to Resolutions under Item No. 3 to 49.
Except as mentioned above, none of the Directors and Key Managerial Personnel of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution set out at Item No. 3 to 49 of the accompanying Notice.
The Board of Directors recommends the Special Resolution set out at Item No. 3 to 49 for approval by the Members.
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Item No. 3: To consider and approve Material Related Party Transaction(s) with Abans Broking Services Private Limited
Background and details:
Abans Broking Services Private Limited (“ABSPL”), a step-down subsidiary of the Company, is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with ABSPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with ABSPL , a step-down subsidiary of the Company being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans BrokingServices Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The Company is engaged in Broking, consultancy services, treasury operations and allied activities. It is registered with SEBI as a portfolio manager,researchanalyst stock-broker, commodity broker and a Mutual Fund Distributor under Association of Mutual Funds of India(AMFI). |
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A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationshipbetweenthe listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
|---|---|---|---|
| A(3). Details of previous transactions with the related party |
|||
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 |
|
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
4,43,363.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
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A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Valueof the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,24,787.51 | ||
| Profit After Tax | 1,799.24 | ||
| Net worth | 18,055.11 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
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| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposedtobe extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
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Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale,purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the relatedpartyin relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| Other expense | 0.17 |
| Reimbursement of expense | 0.17 |
| Advance to Broker | 10.00 |
| Brokerage income | 7.94 |
| Sale of securities | 676.71 |
| Purchase of securities | 1,694.45 |
| Purchase of commodities | 786.90 |
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| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| CompulsoryConvertible Debentures | 2,200.00 |
| Corporate Guarantee Given | 4,537.00 |
| Corporateguarantee/security given byreportingenterprise | 3,537.00 |
| Interest income | 135.56 |
| Purchase of Financial Instruments | 3,646.70 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 4,609.30 |
| Reimbursement of expense | 1.50 |
| Loan Given duringtheperiod | 22,42,473.23 |
| Re-imbursement of Expenses | 302.56 |
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. |
Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Sale of Securities |
Purchase of Securities |
Redemption of debt securities to be received during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of theAuditCommittee/ shareholders. |
80,000 | 80,000 | 34,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render theproposed transaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
24.37% | 24.37% | 10.51% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
N.A. | N.A. | N.A. |
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| Sr. No. |
Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Sale of Securities |
Purchase of Securities |
Redemption of debt securities to be received during the period |
|
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
35.59% | 35.59% | 15.35% |
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Sale of Securities | Purchase of Securities | Redemption of debt securities to be received during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse Debentures tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects |
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| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| a prudent approach to related- party transactions in line with industry standards. |
||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
80,000 | 80,000 | 34,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
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| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. | N.A. |
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Item No. 4: To consider and approve Material Related Party Transaction(s) with Abans Finance Private Limited
Background and details:
Abans Finance Private Limited (“AFPL”), a subsidiary of the Company, is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with AFPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with AFPL , a subsidiary of the Company, being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs A(1). Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Finance Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in the business financing and Investment which includes Corporate Finance, Trade Finance and providing Business and Retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the companyis interest from loan and earnings from investment. |
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A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
93.97% | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
|
|---|---|---|---|---|
| A(3). Details of previous transactions with the related party |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 |
||
| Nature of Transactions | FY 2024-2025 (INR) | |||
| - | - | |||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
6,84,792.64 | ||
| 3 | Any default, if any, made by a related partyconcerningany obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
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A(4).
Amount of the proposed transaction(s)
| S. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 13,138.53 | ||
| Profit After Tax | 3,344.24 | ||
| Net worth | 34,860.94 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
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| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase orsupply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
Page 80 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale,purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent Expense | 0.62 |
| Rent Expense | 1.31 |
| Interest Income on Debenture | 4.19 |
| Investment in debentures | 0.97 |
| Rent Expense | 5.23 |
| Unsecured loan outstanding | 7,116.35 |
| Guarantee availed for borrowings | 2,000.00 |
| Brokerage income | 2.14 |
| Sale of securities | 2,565.53 |
| Purchase of securities | 2,543.40 |
| Interest expenses | 273.60 |
Page 81 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent Expense | 10.46 |
| Reimbursement of expenses | 4.10 |
| Sale of securities | 3,596.30 |
| Interestpaid onpurchase of bonds | 39.20 |
| Interest received on sale of bonds | 51.44 |
| Rent Expense | 10.46 |
| Purchase of securities | 4,570.10 |
| Reimbursement of expenses | 1.50 |
| Interest expenses | 122.00 |
| Guarantee availed for borrowings | 3,537.00 |
| Rent Expense | 0.40 |
| Investments in subsidiaries | 9,757.60 |
| Investments in Non-Convertible Debentures of | 1,237.66 |
| Other Current Financial Assets | 43.65 |
| Rent Expense | 2.62 |
| Interest Income | 93.62 |
| Re-imbursement of Expenses | 694.38 |
| Loan received duringtheperiod | 22,42,473.23 |
| Loan received duringtheperiod | 1,60,306.30 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Purchase of Securities |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
80,000 | 34,500 |
Page 82 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Purchase of Securities |
Amount to be received on redemption of securities during the period |
|
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
24.37% | 10.51% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involvingthe subsidiaryand where the listed entityis not apartyto the transaction) |
N.A. | N.A. |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
567.39% | 244.69% |
Table 3
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan,borrowingetc.) |
Purchase of Securities | Amount to be received on redemption of securities during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. |
Page 83 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
|||
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 34,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long-term interests of thelisted entityandits shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. |
Page 84 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| b. Shareholding of the director / KMP, whether director indirect,in therelated party |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report,if any, shallbe |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 85 of 482
Item No. 5: To consider and approve Material Related Party Transaction(s) with Abans Jewels Limited
Background and details:
Abans Jewels Limited (“AJL”), is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with AJL , being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A
Minimum information of the proposed RPT, applicable to all RPTs
| A(1). Basic details of the related party |
A(1). Basic details of the related party |
|
|---|---|---|
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management |
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi-precious stone studded gold and silver jewellery. The company also trades in bullion, debentures,securities and enters in to derivative contracts on recognized stock exchanges. |
| A(1). Basic details of the related party |
A(1). Basic details of the related party |
|
|---|---|---|
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management |
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi-precious stone studded gold and silver jewellery. The company also trades in bullion, debentures,securities and enters in to derivative contracts on recognized stock exchanges. |
Page 86 of 482
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i)and 9 b(vii)of IND AS 24 the entityis a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
A(3). Details of previous transactions with the related party
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
Page 87 of 482
A(4).
Amount of the proposed transaction(s)
| S. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,58,231.03 | ||
| Profit After Tax | 3,661.62 | ||
| Net worth | 14,159.46 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
Page 88 of 482
| Sr. No. | Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 89 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in debentures | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent Expense | 10.46 |
| Sale of securities | 1,621.44 |
Page 90 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent Expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expense | 1.31 |
| Interest income | 467.72 |
| Purchase of Financial Instruments | 6,361.57 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 6,254.75 |
| Rent Expense | 10.46 |
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Rent Expense | 2.62 |
| Brokerage & Allied Activities | 10.45 |
| Commission Income | 32.61 |
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of Securities |
Sale of Securities | Redemption on debt securities to be received during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. |
80,000 | 80,000 | 34,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes |
Page 91 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of Securities |
Sale of Securities | Redemption on debt securities to be received during the period |
|
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 24.37% | 10.51% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction) |
N.A. | N.A. | N.A. |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
22.33% | 22.33% | 9.63% |
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Information provided by the | Information provided by the | management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Purchase of Securities |
Sale of Securities | Redemption on debt securities to be received during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length |
Page 92 of 482
| Sr. | Particulars of the information | Information provided by the | Information provided by the | management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
80,000 | 80,000 | 34,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions,and |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility |
Page 93 of 482
| Sr. | Particulars of the information | Information provided by the | Information provided by the | management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. |
Page 94 of 482
Item No. 6: To consider and approve Material Related Party Transaction(s) with Abans Securities Private Limited
Background and details:
Abans Securities Private Limited (“ASPL”), a step-down subsidiary of the Company, is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with ASPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with ASPL, a step-down subsidiary, hence being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Securities Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company acts a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services(India)Limited in the capacityof a DepositoryParticipant. |
Page 95 of 482
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control.While calculating indirect shareholding, shareholdingheld byrelatives shall also be considered. |
N.A. |
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 |
||
| Nature of | ||||
| FY 2024-2025 (INR) | ||||
| Transactions | ||||
| - | - | |||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
3,16,354.88 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
Page 96 of 482
A(4).
Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 23,757.89 | ||
| Profit After Tax | 375.99 | ||
| Net worth | 4,330.33 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
Page 97 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Page 98 of 482
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale,purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of securities | 1,694.45 |
| Sale of commodities | 786.90 |
| Brokerage expenses | 7.94 |
| Purchase of securities | 676.71 |
| Corporate Guarantee Given | 8,500.00 |
| Brokerage chargespaid | 2.14 |
| Corporateguarantee/security given byreportingenterprise | 2,000.00 |
| Interest income | 304.00 |
| Purchase of Financial Instruments | 2,604.10 |
Page 99 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent income | 10.46 |
| Sale of Financial Instruments | 2,576.32 |
| Reimbursement of expense | 4.10 |
| Loan Given duringtheperiod | 1,60,306.30 |
| Assets offered as securityfor fellow subsidiary | 1,183.78 |
| Re-imbursement of Expenses | 13.20 |
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of Securities |
Sale of Securities | Redemption of debt securities to be received during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. |
80,000 | 80,000 | 34,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
24.37% | 24.37% | 10.51% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityisnot apartytothetransaction) |
N.A. | N.A. | N.A. |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party)for theimmediately precedingfinancialyear,if available. |
336.73% | 336.73% | 145.21% |
Table 3
Page 100 of 482
A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Purchase of Securities | Sale of Securities | Redemption of debt securities to be received during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industrystandards. |
| 3 | Tenure of the proposed transaction (tenure in number ofyears or months to be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 80,000 | 34,500 |
Page 101 of 482
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
N.A. | N.A. | N.A. |
Page 102 of 482
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 8 | A copy of the valuation or other external party report,if any,shall be |
N.A. | N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. | N.A. |
Page 103 of 482
Item No. 7: To consider and approve Material Related Party Transaction(s) with Abans Fintrade Private Limited
Background and details:
Abans Fintrade Private Limited (“AFTPL”), is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with AFTPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with AFTPL, being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Fintrade Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activity of the company is export and import of precious / semi-precious stone studded gold and silver jewellery from its unit located in Special Economic Zone. The company also trades in debentures, securities and enters in to derivative contracts on recognised stock exchanges. |
Page 104 of 482
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity isa related party. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involvingthe subsidiary), whetherdirector indirect,in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
2,75,414.60 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
Page 105 of 482
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,53,095.93 | ||
| Profit After Tax | 3,447.86 | ||
| Net worth | 34,735.12 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
Page 106 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any,or costplusprofit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c. Whethersameis self-liquidating? | N.A. |
Page 107 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any,or costplusprofit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to thetransaction, specifythefollowing: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
Table 1
A(3).
Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of Expense | 0.01 |
| Brokerage income | 11.63 |
| Sale of securities | 1,024.00 |
| Purchase of commodities | 3,702.58 |
| Sale of commodities | 2,218.40 |
| Trade receivable | 27.46 |
| Sale of securities | 11,223.85 |
| Sale of commodities | 20,042.22 |
| Sale of services - brokerage income | 7.03 |
| Purchase of securities | 302.28 |
| Debt securities redeemed duringtheyear | 200.42 |
| Interest income | 518.94 |
| Interest expense | 83.36 |
Page 108 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent income | 2.62 |
| Sale of Financial Instruments | 1,589.55 |
| Loan Given duringtheperiod | 1,10,049.85 |
| Purchase of Debt Securities | 1,559.18 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of Securities |
Sale of Securities | Redemption of debt securities to be received during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in themeeting of theAuditCommittee/ shareholders. |
80,000 | 80,000 | 34,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 24.37% | 10.51% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and wherethelisted entityisnot apartytothetransaction) |
N.A. | N.A. | N.A. |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
52.25% | 52.25% | 22.53% |
Page 109 of 482
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Purchase of Securities | Sale of Securities | Redemption of debt securities to be received during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related- party transactions in line with industrystandards. |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- upfinancialyear-wise. |
80,000 | 80,000 | 34,500 |
Page 110 of 482
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Mr.Abhishek Bansal | Mr.Abhishek Bansal | Mr.Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
97.07% | 97.07% | 97.07% | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. |
Page 111 of 482
Item No. 8: To consider and approve Material Related Party Transaction(s) with Abans Metals Private Limited
Background and details:
Abans Metals Private Limited (“AMPL”), is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with AMPL, being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stock exchanges in India. |
Page 112 of 482
A(2).
Relationship and ownership of the related party
Sr. No. |
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity isa related party |
||||
| • Shareholding of the listed entity/subsidiary (in case of transaction involvingthe subsidiary), whetherdirector indirect,in therelated party. |
N.A. | |||||
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |||||
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. | |||||
| A(3). Details of previous transactions with the related party |
||||||
Sr. No. |
Particulars of the information |
Information provided | ||||
| by the management | ||||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 |
||||
| Nature of Transactions | FY 2024-2025 (INR) | |||||
| - | - | |||||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,82,805.02 | ||||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
Page 113 of 482
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,34,982.03 | ||
| Profit After Tax | 198.43 | ||
| Net worth | 350.62 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
Page 114 of 482
| Sr. No. | Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Part B B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any,or costplusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 115 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
Page 116 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Purchase of Financial Instruments | 8,489.84 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided by the management |
Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Purchase of Securities |
Sale of Securities | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
80,000 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
24.37% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and wherethelisted entityisnot apartytothetransaction) |
N.A. | N.A. |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the immediately precedingfinancialyear, if available. |
59.27% | 59.27% |
Page 117 of 482
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|
| No. | 1 | 2 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowingetc.) |
Purchase of Securities | Sale of Securities |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rateisnot available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rateisnot available |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year- wise. |
80,000 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Page 118 of 482
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|
| No. | 1 | 2 | |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a. Name of the director / KMP | Mr. Abhishek Bansal | Mr. Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
99.99% | 99.99% | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. |
Page 119 of 482
Item No. 9: To consider and approve Material Related Party Transaction(s) with Abans Enterprises Limited
Background and details:
Abans Enterprises Limited (“AEL”), is a part of the Promoter Group of Abans Financial Services Limited (“AFSL”/ “Company”) and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for entering into RPTs with AEL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions with AEL, being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs
A(1). Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Enterprises Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in general trading of gri commodities, precious metal and trading in derivatives on recognized exchange. |
Page 120 of 482
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entityisa related party. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involvingthe subsidiary),whether direct or indirect,in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
||
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:Details need to be disclosed separately for listed entity and its subsidiary. | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
82,682 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
Page 121 of 482
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | 37,375 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
11.39% | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
N.A. | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
9.64% | |
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 10,801.14 | ||
| Profit After Tax | 317.36 | ||
| Net worth | 2,381.72 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
Page 122 of 482
| A(5). | |||
|---|---|---|---|
| Basic details of the proposed transaction | |||
| Sr. No. | Particulars of the information | Informationprovided by the management | |
| 1 | Specific type | of the proposed transaction (e.g. sale of | Amount to be received on redemption of securities during the period |
| goods/services, | purchase of goods/services, giving loan, | ||
| borrowing etc.) |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|---|---|---|
Sr. No. |
Particulars of the information |
Informationprovided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Amount to be received on redemption of securities during the period |
| 2 | Details of each type of the proposed transaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related- partytransactions in line with industrystandards. |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year- wise. |
37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityandits shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
|
| a. Name of the director / KMP | Mr. Abhishek Bansal |
Page 123 of 482
| Sr. No. | Particulars of the information |
Informationprovided by the management |
|---|---|---|
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
74.56% | |
| 8 | A copy of the valuation or other external party report, if any, shallbe placed beforetheAuditCommittee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,881.03 |
| Sale of services - warehouse charges income | 3.19 |
| Sale of services - brokerage income | 5.72 |
| Interest income | 437.64 |
| Rent income | 10.46 |
| Loan Given duringtheperiod | 78,611.85 |
Page 124 of 482
Item No. 10: To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Investment Managers Limited (“AIML”) and Abans Broking Services Private Limited (“ABSPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AIML and ABSPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Investment Managers Private Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 125 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans BrokingServices Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The Company is engaged in Broking, consultancy services, treasury operations and allied activities. It is registered with SEBI as a portfolio manager, research analyst stock-broker, commodity broker and a Mutual Fund Distributor under Association of Mutual Funds of India (AMFI). |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 126 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
4,43,363.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
9766.59% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
35.59% |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 127 of 482
| S. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,24,787.51 | ||
| Profit After Tax | 1,799.24 | ||
| Net worth | 18,055.11 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Sale of Securities |
| 2 | Details of each type of the proposed transaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rateisnot available |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investmentportfolio. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
Page 128 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| a. Name of the director / KMP | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before theAuditCommittee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase orsupply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extendedtotherelated partyin relation tothe |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 129 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1
A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Other expense | 0.17 |
| Reimbursement of expense | 0.17 |
| Advance to Broker | 10.00 |
| Brokerage income | 7.94 |
| Sale of securities | 676.71 |
| Purchase of securities | 1,694.45 |
| Purchase of commodities | 786.90 |
| CompulsoryConvertible Debentures | 2,200.00 |
| Corporate Guarantee Given | 4,537.00 |
| Corporate guarantee/security given by reporting enterprise | 3,537.00 |
Page 130 of 482
| Interest income | 135.56 |
|---|---|
| Purchase of Financial Instruments | 3,646.70 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 4,609.30 |
| Reimbursement of expense | 1.50 |
| Loan Given duringtheperiod | 22,42,473.23 |
| Re-imbursement of Expenses | 302.56 |
Page 131 of 482
Item No. 11: To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Investment Managers Limited (“AIML”) and Abans Jewels Limited (“AJL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AIML and AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Investment Managers Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 132 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious/ semi-precious stone studded gold and silver jewellery. The company also trades in bullion, Securities, securities and enters in to derivative contracts on recognized stock exchanges. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combinedreadingof 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 133 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
||
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 |
Page 134 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,58,231.03 | ||
| Profit After Tax | 3,661.62 | ||
| Net worth | 14,159.46 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 135 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit wheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profitwheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
Page 136 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in Securities | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent Expense | 10.46 |
| Sale of securities | 1,621.44 |
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent Expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expense | 1.31 |
| Interest income | 467.72 |
| Purchase of Financial Instruments | 6,361.57 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 6,254.75 |
| Rent Expense | 10.46 |
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Rent Expense | 2.62 |
| Brokerage & Allied Activities | 10.45 |
| Commission Income | 32.61 |
Page 137 of 482
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Amount to be received on redemption of securities during the period |
Sale of securities | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of theAuditCommittee/ shareholders. |
37,375 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
11.39% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
4562.83% | 9766.59% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
10.43% | 22.33% |
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan,borrowingetc.) |
Amount to be received on redemption of securities during the period |
Sale of securities |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse Securities tied to various underlyingindicesand securities.These |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profitwheremarket rateisnot available |
Page 138 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer securities at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
|||
| 3 | Tenure of the proposed transaction (tenure in number ofyears or months to be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
37,375 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityandits shareholders. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Page 139 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. |
Page 140 of 482
Item No. 12: To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Investment Managers Limited (“AIML”) and Abans Metals Private Limited (“AMPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL ,confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AIML and AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Investment Managers Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 141 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi-precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stock exchanges in India. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 142 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|---|
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
2,82,805.02 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,34,982.03 | |||
| Profit After Tax | 198.43 |
Page 143 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Networth | 350.62 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 | ||
| 2 | Details of each type of theproposed transaction | Refer Table 3 | ||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 | ||
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Refer Table 3 | |||
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 144 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit wheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothe |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothetransaction, specifythefollowing: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 145 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Purchase of Financial Instruments | 8,489.84 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Page 146 of 482
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Amount to be received on redemption of securities during the period |
Sale of securities | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
37,375 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposedtransaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
11.39% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
4562.83% | 9766.59% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
27.69% | 59.27% |
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Amount to be received on redemption of securities during the period |
Sale of securities |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse Securities tied to various underlying indices and securities. These are offeredtoAIFsand othergroup |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 147 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| entities on an arm’s-length basis to ensure transparency. The issuer may offer securities at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
|||
| 3 | Tenure of the proposed transaction (tenure in number ofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- upfinancialyear-wise. |
37,375 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityand its shareholders. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Page 148 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a.Name of the director/KMP | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
99.99% | 99.99% | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 149 of 482
Item No. 13: To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Investment Managers Limited (“AIML”) and Abans Securities Private Limited (“ASPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AIML and ASPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Investment Managers Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 150 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Securities Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company acts a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services(India)Limited in the capacityof a DepositoryParticipant. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 151 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
3,16,354.88 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | 80,000 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Yes | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
24.37% | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
9766.59% | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
336.73% | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 23,757.89 | ||
| Profit After Tax | 375.99 | ||
| Networth | 4,330.33 |
Page 152 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Securities |
| 2 | Details of each type of the proposed transaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investmentportfolio. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | N.A. | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before theAuditCommittee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Page 153 of 482
Part B
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothe |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit wheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 154 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of securities | 1,694.45 |
| Sale of commodities | 786.90 |
| Brokerage expenses | 7.94 |
| Purchase of securities | 676.71 |
| Corporate Guarantee Given | 8,500.00 |
| Brokerage chargespaid | 2.14 |
| Corporateguarantee/security given byreportingenterprise | 2,000.00 |
| Interest income | 304.00 |
| Purchase of Securities | 2,604.10 |
| Rent income | 10.46 |
| Sale of Securities | 2,576.32 |
| Reimbursement of expense | 4.10 |
| Loan Given duringtheperiod | 1,60,306.30 |
| Assets offered as securityfor fellow subsidiary | 1,183.78 |
| Re-imbursement of Expenses | 13.20 |
Page 155 of 482
Item No. 14: To consider and approve Material Related Party Transaction(s) between Abans Investment Managers Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited
Background and details:
Abans Investment Managers Limited (“AIML”) and Abans Fintrade Private Limited (“AFTPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AIML and AFTPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Investment Managers Private Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 156 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansFintradePrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activity of the company is export and import of precious / semi-precious stone studded gold and silver jewellery from its unit located in Special Economic Zone. The company also trades in debentures, securities and enters in to derivative contracts on recognised stock exchanges. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 157 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
||
|---|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |||
| by the management | |||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |||
| Nature of | FY 2024-2025 | ||||
| Transactions | (INR) | ||||
| - | - | ||||
| Explanation:Details need to be disclosed separately for listed entity and its subsidiary. | |||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,75,414.60 | |||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. No. |
Particulars of the information |
Information provided | |||
| by the management | |||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||||
| Particulars | FY 2024-25 | ||||
| (INR) | |||||
| Turnover | 1,53,095.93 | ||||
| Profit After Tax | 3,447.86 |
Page 158 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Networth | 34,735.12 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 | ||
| 2 | Details of each type of theproposed transaction | Refer Table 3 | ||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) | Refer Table 3 | ||
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Refer Table 3 | |||
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 159 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit wheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothe |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c. Whethersameis self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 160 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of Expense | 0.01 |
| Brokerage income | 11.63 |
| Sale of securities | 1,024.00 |
| Purchase of commodities | 3,702.58 |
| Sale of commodities | 2,218.40 |
| Trade receivable | 27.46 |
| Sale of securities | 11,223.85 |
| Sale of commodities | 20,042.22 |
| Sale of services - brokerage income | 7.03 |
| Purchase of securities | 302.28 |
| Debt securities redeemed duringtheyear | 200.42 |
| Interest income | 518.94 |
| Interest expense | 83.36 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 1,589.55 |
| Loan Given duringtheperiod | 1,10,049.85 |
| Purchase of Debt Securities | 1,559.18 |
Page 161 of 482
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|
| 1 | 2 | ||||
| Transaction: | Amount to be received on redemption of securities during the period |
Sale of securities | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
37,375 | 80,000 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposedtransaction a material RPT? |
Yes | Yes | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
11.39% | 24.37% | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party tothetransaction) |
4562.83% | 9766.59% | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
24.41% | 52.25% | ||
| Table 3 A(5). Basic details of the proposed transaction |
|||||
Sr. No. |
Particulars of the information |
Information provided by the management | |||
| 1 | 2 | ||||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan, borrowing etc.) |
Amount to be received on redemption of securities during the period |
Sale of securities | ||
| 2 | Detailsofeachtype of theproposed transaction | Group companies strategically issue diverse Securities tied to various underlying indices and securities. These are offeredtoAIFsand othergroup |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 162 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| entities on an arm’s-length basis to ensure transparency. The issuer may offer securities at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
|||
| 3 | Tenure of the proposed transaction (tenure in number ofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
37,375 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityand its shareholders. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
| 7 | Details of the promoter(s)/ director(s) / key managerialpersonnel of the listed entitywho have |
Page 163 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
97.07% | 97.07% | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. |
Page 164 of 482
Item No. 15: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Securities Private Limited (‘ASPL’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and ASPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 165 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans SecuritiesPrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company acts a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services (India)Limited in the capacityof a DepositoryParticipant. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 166 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
3,16,354.88 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 23,757.89 | ||
| Profit After Tax | 375.99 | ||
| Net worth | 4,330.33 |
Page 167 of 482
| Sr. No. | Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plusprofit where market rate is not available. |
Page 168 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
||
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothe |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
| B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed |
B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed |
B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed |
|---|---|---|
entity or its subsidiary |
||
| Sr. No. | Particulars of the information |
Information provided by the management |
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housingfinance companies. |
Own Funds |
| 2 | Where any financial indebtedness is incurred to give loan, inter- orporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. |
N.A. |
| a. Nature of indebtedness | N.A. | |
| b.Totalcostofborrowing | N.A. | |
| c. Tenure | N.A. | |
| d. Otherdetails | N.A. | |
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks/NBFC's/insurance companies/housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturiy profile to the loan/ICD being granted by the listed entity |
N.A. |
| 4 | Proposed interest rate to be charged bylisted entityor its subsidiary | 11% per annum |
| 5 | Maturity / due date | 1 Year |
| 6 | Repayment schedule & terms | On demand/On call basis |
Page 169 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 7 | Whethersecured orunsecured? | Unsecured |
| 8 | If secured,the nature of security& securitycoverage ratio | N.A. |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to-day operational expenses and other short-term business needs arisingin the ordinarycourse of business. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothetransaction, specifythefollowing: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c. Whethersameis self-liquidating? | N.A. |
Page 170 of 482
C(1).
Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary
Sr. No. |
Particulars of the information |
Information provided by |
|---|---|---|
| the management | ||
| 1. | Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and creditenhancement rating (CE rating),if any |
470/1000 |
| 2. | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any otherperson and value ofsubsisting default. |
N.A. |
| Note: This information may be provided to the extent it is available in the public domain or as may be provided bythe relatedpartyupon request. |
||
| In addition, statethefollowing: | ||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankersand whethersuchstatusis currently subsisting; |
N.A. | |
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such statusis currently subsisting; |
N.A. | |
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolutionprocess or liquidation; |
N.A. | |
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29Aof theInsolvencyandBankruptcy Code,2016. |
N.A. | |
| Note:Pastdefaultsthat arenolongersubsistingandhave beencured or regularizedneednotbe disclosed. | ||
| FY 2022-2023 | N.A. | |
| FY 2023-2024 | N.A. | |
| FY 2024-2025 | N.A. |
Page 171 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Other expense | 1,694.45 |
| Reimbursement of expense | 786.90 |
| Advance to Broker | 7.94 |
| Brokerage income | 676.71 |
| Sale of securities | 8,500.00 |
| Purchase of securities | 2.14 |
| Purchase of commodities | 2,000.00 |
| CompulsoryConvertible Debentures | 304.00 |
| Corporate Guarantee Given | 2,604.10 |
| Corporate guarantee/security given by reporting enterprise |
10.46 |
| Interest income | 2,576.32 |
| Purchase of Securities | 4.10 |
| Rent income | 1,60,306.30 |
| Sale of Securities | 1,183.78 |
| Reimbursement of expense | 13.20 |
| Loan Given duringtheperiod | 1,694.45 |
| Re-imbursement of Expenses | 786.90 |
Page 172 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided | Information provided | Information provided | by the management | by the management |
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | |||||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Sale of securities |
Securities to be redeemed during the period |
||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
50,000 | 2,50,000 | 80,000 | 57,500 | |||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
15.23% | 76.17% | 24.37% | 17.52% | |||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involvingthe subsidiaryand wherethelisted entityisnot apartytothetransaction) |
380.56% | 1902.80% | 608.90% | 437.64% | |||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
210.46% | 1052.28% | 336.73% | 242.02% | |||
| Table 3 A(5). Basic details of the proposed transaction |
||||||||
Sr. No. |
Particulars of the information |
Information | provided by the management | |||||
| 1 | 2 | 3 | 4 | |||||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Loan to be given during the period |
Sale of securities | Securities redeemed period |
to be during the |
||
| 2 | Details of each type of the proposed transaction |
Group companies strategically issue |
These Loans and Advances are |
Securities are sold orpurchased |
Group companies strategically issue |
Page 173 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
facilitated to empower the group's business ventures. It's crucial to emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses given on short term basis and carries no interest. An advance ensures timely access to funds without disrupting operations. |
at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financialyear. If theproposed transaction |
50,000 | 2,50,000 | 80,000 | 57,500 |
Page 174 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
|||||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long-term interests of the listed entity and its shareholders. |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as external transactions, maintaining arm’s length principles and transparency. By facilitating short-term, funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries, thereby protecting and enhancing overall group value. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerialpersonnel of the listed entity |
Page 175 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||
| a. Name of the director / KMP | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external partyreport,if any, shallbe |
N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. |
Page 176 of 482
Item No. 16: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Metals Private Limited (‘AMPL’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 177 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi-precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stockexchangesin India. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 178 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
2,82,805.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,34,982.03 | ||
| Profit After Tax | 198.43 |
Page 179 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Networth | 350.62 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 | ||
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Refer Table 3 | |||
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 180 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation tothe |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c. Whethersameis self-liquidating? | N.A. |
B(2).
- Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housingfinance companies. |
Own Funds |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. |
N.A. |
| a.Nature of indebtedness | N.A. | |
| b.Totalcostofborrowing | N.A. | |
| c. Tenure | N.A. | |
| d. Otherdetails | N.A. |
Page 181 of 482
| Sr. No. | Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks/NBFC's/insurance companies/housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturiy profile to the loan/ICD being granted by the listed entity |
N.A. | ||
| 4 | Proposed interest rate to be charged bylisted entityor its subsidiary | 11% per annum | ||
| 5 | Maturity / due date | 1 Year | ||
| 6 | Repayment schedule & terms | On demand/On call basis | ||
| 7 | Whethersecured orunsecured? | Unsecured | ||
| 8 | Ifsecured,thenature ofsecurity & security coverageratio | N.A. | ||
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to-day operational expenses and other short-term business needs arisingin the ordinary course ofbusiness. |
||
| Part C Disclosure_only_in case of transactions relating to sale, purchase or supply of goods or services |
or any other similar business transaction and | |||
trade advances |
||||
| Sr. No. | Particulars of the information | Information provided by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. | ||
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profitwheremarket rateisnot available |
||
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. | ||
| a.Amountof Tradeadvance | N.A. | |||
| b.Tenure | N.A. | |||
| c.Whether same is self-liquidating? | N.A. |
Page 182 of 482
C(1).
- Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter corporate deposits given by the listed entity or its subsidiary
Sr. No. |
Particulars of the information |
Information provided by the |
|---|---|---|
| management | ||
| 1. | Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and creditenhancement rating (CE rating),if any |
400/1000 |
| 2. | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. Note: This information may be provided to the extent it is available in the public domain or as may be provided bythe relatedpartyupon request. |
N.A. |
| In addition, statethefollowing: | ||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankersand whethersuchstatusis currently subsisting; |
N.A. | |
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such statusis currently subsisting; |
N.A. | |
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolutionprocess or liquidation; |
N.A. | |
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29Aof theInsolvencyandBankruptcy Code,2016. |
N.A. | |
| Note:Pastdefaultsthat arenolongersubsistingandhave beencured or regularizedneednotbe disclosed. | ||
| FY 2022-2023 | N.A. | |
| FY 2023-2024 | N.A. | |
| FY 2024-2025 | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
Page 183 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Purchase of Financial Instruments | 8,489.84 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
50,000 | 2,50,000 | 80,000 | 80,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes |
Page 184 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
15.23% | 76.17% | 24.37% | 24.37% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
380.56% | 1902.80% | 608.90% | 608.90% | 437.64% | 284.47% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
37.04% | 185.21% | 59.27% | 59.27% | 42.60% | 27.69% |
Page 185 of 482
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities | Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
| 2 | Detailsofeachtype of the proposedtransaction |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. |
These Loans and Advances are facilitated to empower the group's business ventures. It's crucial to emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due |
Page 186 of 482
| Sr. | Particulars of the | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | information |
1 | 2 | 3 | 4 | 5 | 6 |
| Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses given on short term basis and carries no interest. An advance ensures timely access to funds without disrupting operations. |
Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
Page 187 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| No. | information | ||||||
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- upfinancialyear-wise. |
50,000 | 2,50,000 | 80,000 | 80,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while earlyredemption |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as external transactions, maintaining arm’s length principles and transparency. By facilitating short-term, |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while earlyredemption |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibilityensures |
Page 188 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| No. | information | ||||||
| flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries, thereby protecting and enhancing overall group value. |
enhance the overall yield of the group’s investment portfolio. |
differentials to enhance the overall yield of the group’s investment portfolio. |
flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||||
| a. Name of the director / KMP | Abhishek Bansal | Abhishek Bansal |
Abhishek Bansal | Abhishek Bansal | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
99.99% | 99.99% | 99.99% | 99.99% | 99.99% | 99.99% |
Page 189 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| No. | information | ||||||
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 190 of 482
Item No. 17: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Jewels Limited (‘AJL’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 191 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi-precious stone studded gold and silver jewellery. The company also trades in bullion, debentures, securities and enters in to derivative contracts on recognized stock exchanges. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 192 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,58,231.03 | ||
| Profit After Tax | 3,661.62 | ||
| Net worth | 14,159.46 |
Page 193 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 194 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance_(of upto 365 days or such period for which such advances_ _are extended as per normal trade practice ) ,_if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
B(2). - Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary
Sr. No. |
Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housing finance companies. |
Own Funds |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. |
N.A. |
| a. Nature of indebtedness | N.A. |
Page 195 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| b. Total cost of borrowing | N.A. | |
| c. Tenure | N.A. | |
| d. Other details | N.A. | |
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (3) This item of disclosure is not applicable to listed banks/NBFC'\’s/insurance companies/housing finance companies. (4) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturiy profile to the loan/ICD being granted by the listed entity |
N.A. |
| 4 | Proposed interest rate to be charged bylisted entityor its subsidiary | 11%per annum |
| 5 | Maturity/ due date | 1 Year |
| 6 | Repayment schedule & terms | On demand/On call basis |
| 7 | Whether secured or unsecured? | Unsecured |
| 8 | If secured,the nature of security& securitycoverage ratio | N.A. |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to-day operational expenses and other short-term business needs arising in the ordinary course of business. |
Page 196 of 482
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation tothetransaction, specifythefollowing: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c.Whethersameis self-liquidating? | N.A. |
C(1).
- Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter corporate deposits given by the listed entity or its subsidiary
| Sr. No. | Particulars of the information | Information provided by |
|---|---|---|
| the management | ||
| 1. | Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and creditenhancement rating (CE rating),if any |
680/1000 |
| 2. | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. Note: This information may be provided to the extent it is available in the public domain or as may be provided bytherelated party upon request. |
N.A. |
| In addition, statethefollowing: | ||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankersand whethersuchstatusis currently subsisting; |
N.A. | |
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29Aof theInsolvencyandBankruptcy Code,2016. |
N.A. | |
| Note:Pastdefaultsthat arenolongersubsistingandhave beencured or regularizedneednotbe disclosed. | ||
| FY 2022-2023 | N.A. |
Page 197 of 482
| Sr. No. | Particulars of the information | Information provided by |
|---|---|---|
| the management | ||
| FY 2023-2024 | N.A. | |
| FY 2024-2025 | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in debentures | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent Expense | 10.46 |
| Sale of securities | 1,621.44 |
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent Expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expense | 1.31 |
| Interest income | 467.72 |
| Purchase of Financial Instruments | 6,361.57 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 6,254.75 |
| Rent Expense | 10.46 |
Page 198 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Rent Expense | 2.62 |
| Brokerage & Allied Activities | 10.45 |
| Commission Income | 32.61 |
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
Amount received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
50,000 | 5,00,000 | 80,000 | 80,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
15.23% | 152.34% | 24.37% | 24.37% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not apartyto the transaction) |
380.56% | 3805.60% | 608.90% | 608.90% | 437.64% | 284.47% |
Page 199 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | ||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
Amount received on redemption of securities during the period |
|
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
13.96% | 139.57% | 22.33% | 22.33% | 16.05% | 10.43% |
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Loan to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
Amount received on redemption of securities during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. |
These Loans and Advances are facilitated to empower the group's business ventures. It's crucial to |
Financial instruments are sold or purchased at market rate plus interest accrued, if any, orcost |
Financial instruments are sold or purchased at market rate plus interest accrued, if any, orcost |
Group companies strategically issue diverse securities tied to various underlying indices and securities. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. |
Page 200 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | |
| These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses |
plus profit where market rate is not available |
plus profit where market rate is not available |
These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Page 201 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | |
| given on short term basis and carries no interest. An advance ensures timely access to funds without disrupting operations. |
|||||||
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
50,000 | 5,00,000 | 80,000 | 80,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed |
Page 202 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | |
| entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
external transactions, maintaining arm’s length principles and transparency. By facilitating short-term, funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries, thereby protecting and enhancing overall group value. |
surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsivenes s to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
Page 203 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||||
| a. Name of the director / KMP | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report,if any,shall be |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 204 of 482
Item No. 18: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Investment Managers Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Investment Managers Limited (‘AIML’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and AIML to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Investment Managers Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 205 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansInvestment ManagersLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is engaged in the business of distribution of financial instruments/products and trades in financial servicesproduct. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 206 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
1,214.70 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 819.12 |
Page 207 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|---|
| by the management | ||||
| Profit After Tax | 69.04 | |||
| Net worth | 1,447.67 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 208 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of services - brokerage income | 0.17 |
| Reimbursement of expenses | 0.17 |
| Debt securities redeemed duringtheyear | 5.69 |
| Rent income | 5.23 |
| Investments in subsidiaries | 0.98 |
| Re-imbursement of Expenses | 0.82 |
| Distributor Commission Expense | 412.89 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management |
Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
75,000 | 86,250 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party duringthe current financialyearwouldrender the proposedtransaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
22.85% | 26.28% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and wherethelisted entityisnot apartytothetransaction) |
570.84% | 656.47% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the immediately precedingfinancialyear,if available. |
9156.18% | 10529.60% |
Page 209 of 482
Table 3
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Securities to be redeemed during the period |
| 2 | Details of each type of the proposed transaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related- party transactions in line with industry standards. |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
75,000 | 86,250 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasurymanagement for the |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasurymanagement for the listed |
Page 210 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityandits shareholders. |
entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityandits shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 211 of 482
Item No. 19: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Enterprises Limited (‘AEL’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and AEL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 212 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansEnterprisesLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in general trading of agri commodities, precious metal and trading in derivatives on recognized exchange. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 213 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
82,682 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 10,801.14 |
Page 214 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Profit After Tax | 317.36 | ||
| Net worth | 2,381.72 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 215 of 482
Part B
B(2)
- Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary
| Sr. No. | Particulars of the information |
Information provided by the |
|---|---|---|
| management | ||
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housing finance companies. |
Own Funds |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. |
N.A. |
| a.Nature of indebtedness | N.A. | |
| b.Totalcostofborrowing | N.A. | |
| c. Tenure | N.A. | |
| d. Otherdetails | N.A. | |
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (5) This item of disclosure is not applicable to listed banks/NBFC's/insurance companies/housing finance companies. (6) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturiy profile to the loan/ICD being granted by the listed entity |
N.A. |
| 4 | Proposedinterest rateto be charged bylisted entity or its subsidiary | 11% per annum |
| 5 | Maturity/ due date | 1 Year |
| 6 | Repaymentschedule &terms | Ondemand/Oncallbasis |
| 7 | Whether secured or unsecured? | Unsecured |
| 8 | Ifsecured,thenature ofsecurity & security coverageratio | N.A. |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to-day operational expenses and other short-term business needs arising in the ordinarycourse of business. |
Page 216 of 482
Part C
C(1).
- Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter corporate deposits given by the listed entity or its subsidiary
| Sr. No. | Particulars of the information | Information provided by |
|---|---|---|
| the management | ||
| 1. | Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and creditenhancement rating (CE rating),if any |
520/1000 |
| 2. | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. Note: This information may be provided to the extent it is available in the public domain or as may be provided bytherelated party upon request. |
N.A. |
| In addition,state the following: | ||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currentlysubsisting; |
N.A. | |
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currentlysubsisting; |
N.A. | |
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolutionprocess or liquidation; |
N.A. | |
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvencyand BankruptcyCode,2016. |
N.A. | |
| Note:Pastdefaultsthat arenolongersubsistingandhave beencured or regularizedneednotbe disclosed. | ||
| FY 2022-2023 | N.A. | |
| FY 2023-2024 | N.A. | |
| FY 2024-2025 | N.A. |
Page 217 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,881.03 |
| Sale of services - warehouse charges income | 3.19 |
| Sale of services - brokerage income | 5.72 |
| Interest income | 437.64 |
| Rent income | 10.46 |
| Loan Given duringtheperiod | 78,611.85 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management |
Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Loan to be given during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
2,50,000 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related partyduringthe current financialyear would render theproposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
76.17% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and wherethelisted entityisnot apartytothetransaction) |
1902.80% | 284.47% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the immediately precedingfinancialyear,if available. |
64.46% | 9.64% |
Page 218 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowingetc.) |
Loan to be given during the period | Securities to be redeemed during the period |
| 2 | Details of each type of the proposed transaction | These Loans and Advances are facilitated to empower the group's business ventures. It's crucial to emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses given on short term basis and carries no interest. An advance ensures timely access to funds withoutdisrupting operations. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related- party transactions in line with industry standards. |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
2,50,000 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as external |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasurymanagement for the listed |
Page 219 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| transactions, maintaining arm’s length principles and transparency. By facilitating short-term, funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries, thereby protecting and enhancing overall group value. |
entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityandits shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 220 of 482
Item No. 20: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Abans Broking Services Private Limited (‘ABSPL’) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and ABSPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 221 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans BrokingServices Private Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | The Company is engaged in Broking, consultancy services, treasury operations and allied activities. It is registered with SEBI as a portfolio manager, research analyst stock-broker, commodity broker and a Mutual Fund Distributor under Association of Mutual Funds of India (AMFI). |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 222 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
4,43,363.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,24,787.51 | ||
| Profit After Tax | 1,799.24 | ||
| Net worth | 18,055.11 |
Page 223 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 224 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the |
|---|---|---|
| management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit wheremarket rateisnot available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
B(2). - Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary
Sr. No. |
Particulars of the information |
Information provided by the |
|---|---|---|
| management | ||
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. |
Own Funds |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. |
N.A. |
| a.Nature of indebtedness | N.A. | |
| b. Total cost of borrowing | N.A. | |
| c. Tenure | N.A. |
Page 225 of 482
| Sr. No. | Particulars of the information |
Information provided by the |
|---|---|---|
| management | ||
| d. Otherdetails | N.A. | |
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks/NBFC's/insurance companies/housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturiy profile to the loan/ICD being granted by the listed entity |
N.A. |
| 4 | Proposedinterest rateto be charged bylisted entity or its subsidiary | 11% per annum |
| 5 | Maturity/ due date | 1 Year |
| 6 | Repaymentschedule &terms | Ondemand/Oncallbasis |
| 7 | Whether secured or unsecured? | Unsecured |
| 8 | Ifsecured,thenature ofsecurity & security coverageratio | N.A. |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to-day operational expenses and other short-term business needs arising in the ordinarycourse of business. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 226 of 482
| Sr. No. | Particulars of the information | Information provided | Information provided |
|---|---|---|---|
| by the management | |||
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation tothetransaction, specifythefollowing: a. Amount of Trade advance b.Tenure c. Whethersameis self-liquidating? |
N.A. | |
| N.A. | |||
| N.A. | |||
| N.A. | |||
| C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary |
|||
listed entity or its subsidiary |
|||
Sr. No. |
Particulars of the information |
Information provided by | |
| the management | |||
| 1. | Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and creditenhancement rating (CE rating),if any |
568/1000 | |
| 2. | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any otherperson and value ofsubsisting default. |
N.A. | |
| Note: This information may be provided to the extent it is available in the public domain or as may be provided bytherelated party upon request. |
|||
| In addition, statethefollowing: | |||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankersand whethersuchstatusis currently subsisting; |
N.A. | ||
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such statusis currently subsisting; |
N.A. | ||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolutionprocess or liquidation; |
N.A. | ||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvencyand BankruptcyCode,2016. |
N.A. | ||
| Note:Pastdefaultsthat arenolongersubsistingandhave beencured or regularizedneednotbe disclosed. | |||
| FY 2022-2023 | N.A. | ||
| FY 2023-2024 | N.A. | ||
| FY 2024-2025 | N.A. |
Page 227 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Other expense | 0.17 |
| Reimbursement of expense | 0.17 |
| Advance to Broker | 10.00 |
| Brokerage income | 7.94 |
| Sale of securities | 676.71 |
| Purchase of securities | 1,694.45 |
| Purchase of commodities | 786.90 |
| CompulsoryConvertible Debentures | 2,200.00 |
| Corporate Guarantee Given | 4,537.00 |
| Corporateguarantee/security given byreportingenterp | 3,537.00 |
| Interest income | 135.56 |
| Purchase of Financial Instruments | 3,646.70 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 4,609.30 |
| Reimbursement of expense | 1.50 |
| Loan Given duringtheperiod | 22,42,473.23 |
| Re-imbursement of Expenses | 302.56 |
Page 228 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| Transaction: | Securities to be issued during the period |
Loan to be given during the period |
Sale of securities |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
50,000 | 5,00,000 | 80,000 | 57,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
15.23% | 152.34% | 24.37% | 17.52% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
380.56% | 3805.60% | 608.90% | 437.64% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
22.24% | 222.43% | 35.59% | 25.58% |
Page 229 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Loan to be given during the period |
Sale of securities | Securities to be redeemed during the period |
| 2 | Detailsofeachtype of the proposedtransaction |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
These Loans and Advances are facilitated to empower the group's business ventures. It's crucial to emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses given on short term basis and carries no interest. An advance ensures timely access to funds without disrupting operations. |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Page 230 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
50,000 | 5,00,000 | 80,000 | 57,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing,servingthe long- |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as external transactions, maintaining arm’s length principles and transparency. By facilitating short-term, funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries, thereby protecting and enhancing overall group value. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent |
Page 231 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| term interests of the listed entity and its shareholders. |
liquidity management and transparent intra- group financing, serving the long-term interests of the listed entity and its shareholders. |
||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. |
Page 232 of 482
Item No. 21: To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Mr. Abhishek Bansal, Promoter of Abans Financial Services Limited.
Background and details:
Abans Finance Private Limited (‘AFPL’) and Mr. Abhishek Bansal, Promoter of Abans Financial Services Limited, and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AFPL and Mr. Abhishek Bansal to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Finance Private Limited and Mr. Abhishek Bansal, Promoter of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 233 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1). Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party |
Mr.Abhishek Bansal |
| 2 | Countryof incorporation of the relatedparty | N.A. |
| 3 | Nature of business of the relatedparty | N.A. |
| 2 Countryof incorporation of the relatedparty 3 Nature of business of the relatedparty |
2 Countryof incorporation of the relatedparty 3 Nature of business of the relatedparty |
N.A. N.A. |
|---|---|---|
| A(2). Relationship and ownership of the related party |
||
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 a (iii) A person who is a member of the key management personnel of the reporting entity or of a parent of the reportingentityis a relatedparty. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 234 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
56,726.31 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | 2,50,000 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
No | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
76.17% | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
1902.80% | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
8943.46% | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,795.34 | ||
| Profit After Tax | 563.73 | ||
| Net worth | 20,698.04 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
Page 235 of 482
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Loan as may be received during the period |
| 2 | Details of each type of the proposed transaction | These Loans and Advances are facilitated to empower the group's business ventures. It's crucial to emphasize that the loan disbursement process for related parties mirrors that of external entities. This underscores our commitment to maintaining an arm's length transaction approach, ensuring fairness and transparency in financial dealings across all parties involved. Group entities may require immediate funding to meet operational expenses given on short term basis and carries no interest. An advance ensures timely access to funds withoutdisrupting operations. |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
2,50,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
These loans and advances are extended to support the operational and strategic needs. The disbursement process follows the same due diligence and approval standards as external transactions, maintaining arm’s length principles and transparency. By facilitating short- term, funding where necessary, the listed entity safeguards the efficiency and performance of its subsidiaries,thereby protectingand enhancingoverallgroupvalue. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
|
| a. Name of the director / KMP | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. |
Page 236 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 8 | A copy of the valuation or other external party report, if any, shallbe placed beforetheAuditCommittee. |
N.A. |
| 9 | Other information relevant fordecision making. | N.A. |
Part B
| Part B | Part B | Part B | Part B |
|---|---|---|---|
| B(5). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary Sr. No. Particulars of the information Information provided by the management 1. Material covenants of the proposed transaction The loan will be governed by standard covenants as mentioned in the belowpoints. 2. Interest rate (in terms of numerical value or base rate and applicable spread ) 11% p.a. 3. Cost of borrowing Note: This shall include all costs associated with the borrowing N.A. 4. Maturity/ due date 1 Year 5. Repayment schedule & terms On demand/On call basis 6. Whether secured or unsecured Unsecured 7. If secured,the nature of security& securitycoverage ratio N.A. 8. The purpose for which the funds will be utilized by the listed entity / subsidiary The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to- day operational expenses and other short- term business needs arising in the ordinary course ofbusiness. Part C C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary |
|||
Sr. No. |
Particulars of the information |
Information provided by the management |
|
| 1. | Material covenants of the proposed transaction | The loan will be governed by standard covenants as mentioned in the belowpoints. |
|
| 2. | Interest rate (in terms of numerical value or base rate and applicable spread ) |
11% p.a. | |
| 3. | Cost of borrowing Note: This shall include all costs associated with the borrowing |
N.A. | |
| 4. | Maturity/ due date | 1 Year | |
| 5. | Repayment schedule & terms | On demand/On call basis | |
| 6. | Whether secured or unsecured | Unsecured | |
| 7. | If secured,the nature of security& securitycoverage ratio | N.A. | |
| 8. | The purpose for which the funds will be utilized by the listed entity / subsidiary |
The funds will be utilized by the ultimate beneficiary for meeting their working capital requirements, including day-to- day operational expenses and other short- term business needs arising in the ordinary course ofbusiness. |
|
| Part C C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary |
|||
Sr. |
Particulars of the information |
Information provided by the management | |
| No. | |||
| 1. |
Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies. |
N.A. | |
| a.Beforetransaction | N.A. | ||
| b. After transaction | N.A. | ||
| 2. |
Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements |
N.A. |
Page 237 of 482
| Sr. | Particulars of the information | Information provided by the management |
|---|---|---|
| No. | ||
| Note: This shall not be applicable to listed banks/NBFC/insurance companies/ housing finance companies. |
||
| a. Before transaction | N.A. | |
| b. After transaction | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 (INR) |
|---|---|
| Rent Expense | 0.36 |
| Reimbursement of Income | 0.37 |
| Guarantee availed for borrowings | 9,500.00 |
| Brokerage income | 2.31 |
| Rent Expense | 1.20 |
| Sale of services - brokerage income | 0.04 |
| Rent Expense | 1.20 |
| Guarantee availed for borrowings | 6,987.00 |
| Loan taken duringtheperiod | 5.15 |
| Interest expense | 309.14 |
| Loan received duringtheperiod | 84,358.00 |
Page 238 of 482
Item No. 22: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Securities Private Limited (‘ASPL”) being companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and ASPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Securities Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 239 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | Abans SecuritiesPrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company acts a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services (India) Limited in the capacity of a Depository Participant. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary isrelatedtothe others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involvingthe subsidiary),whether direct or indirect,in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 240 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
3,16,354.88 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | |
| A(4). Amount of the proposed transaction(s) |
|||
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 23,757.89 |
Page 241 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Profit After Tax | 375.99 | ||
| Networth | 4,330.33 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
consolidated basis. |
consolidated basis. |
|
|---|---|---|
| A(5). Basic details of the proposed transaction |
||
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase ofgoods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of thelisted entity |
Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in therelated party |
Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed beforetheAuditCommittee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 242 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. |
Page 243 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of securities | 1,694.45 |
| Sale of commodities | 786.90 |
| Brokerage expenses | 7.94 |
| Purchase of securities | 676.71 |
| Corporate Guarantee Given | 8,500.00 |
| Brokerage chargespaid | 2.14 |
| Corporateguarantee/security given byreportingenterprise | 2,000.00 |
| Interest income | 304.00 |
| Purchase of Financial Instruments | 2,604.10 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 2,576.32 |
| Reimbursement of expense | 4.10 |
| Loan Given duringtheperiod | 1,60,306.30 |
| Assets offered as securityfor fellow subsidiary | 1,183.78 |
| Re-imbursement of Expenses | 13.20 |
Page 244 of 482
Table 2 A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| Transaction: | Sale of securities |
Sale of goods | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ |
80,000` | 8,00,000 | 50,000 | 57,500 |
| shareholders. | |||||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 243.75% | 15.23% | 17.52% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction) |
35.59% | 355.89% | 22.24% | 25.58% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately precedingfinancialyear,if available. |
336.73% | 3367.30% | 210.46% | 242.02% |
Page 245 of 482
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Securities | Sale of Goods | Securities to be issued during the period |
Securities to be redeemed during the period |
| 2 | Details of each type of the proposed transaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line |
Page 246 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| with industry standards. |
|||||
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 | 50,000 | 57,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- groupfinancing,serving |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transactionpromotes |
Page 247 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | |
| the long-term interests of the listed entity and its shareholders. |
prudent liquidity management and transparent intra- group financing, serving the long-term interests of the listed entity and its shareholders. |
||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in therelated party |
N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. |
Page 248 of 482
Item No. 23: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Investment Managers Limited, Company part of the Promoter Group of Abans Financial Services Limited;
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Investment Managers Limited (‘AIML”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AIML to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Investment Managers Limited, Companies part of the Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 249 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1). Basic details of the related party
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansInvestment ManagersLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the relatedparty | The company is engaged in the business of distribution of financial instruments/ products and trades in financial servicesproduct. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whetherdirector indirect,in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 250 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of Transactions | FY 2024-2025 (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year upto thequarter immediately precedingthequarter in which the approval is sought. |
1,214.70 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
| A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
|---|---|---|---|
| Sr. No. | Particulars of the information | Information provided | |
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 (INR) | ||
| Turnover | 819.12 | ||
| Profit After Tax | 69.04 | ||
| Net worth | 1,447.67 |
| A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
|---|---|---|---|
| Sr. No. | Particulars of the information | Information provided | |
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 (INR) | ||
| Turnover | 819.12 | ||
| Profit After Tax | 69.04 | ||
| Net worth | 1,447.67 |
Page 251 of 482
| Sr. No. | Particulars of the information | Information provided | ||
|---|---|---|---|---|
| by the management | ||||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on | ||||
| consolidated basis. | ||||
| A(5). | ||||
| Basic details of the proposed transaction |
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details of each type of theproposed transaction | Refer Table 3 | ||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed beforetheAuditCommittee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 252 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | Nature of Transactions | FY 2024-2025(INR) | ||
|---|---|---|---|---|
| Reimbursement of expenses | 0.17 | |||
| Debt securities redeemed duringtheyear | 5.69 | |||
| Rent income | 5.23 | |||
| Re-imbursement of Expenses | 0.82 | |||
| Table 2 A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
||
| 1 | 2 | |||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
75,000 | 86,250 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposedtransaction a material RPT? |
Yes | Yes | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
22.85% | 26.28% | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
33.36% | 38.37% |
Page 253 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
9156.18% | 10529.60% |
Table 3 A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan, borrowing etc.) |
Securities to be issued during the period | Securities to be redeemed during the period |
| 2 | Details of each type of theproposed transaction |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industrystandards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industrystandards. |
| 3 | Tenure of the proposedtransaction(tenure in number ofyears or months to be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, |
75,000 | 86,250 |
Page 254 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| provide estimated break- up financial year- wise. |
|||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long- term interests of the listed entity and its shareholders. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long- term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a.Name of the director/KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 255 of 482
Item No. 24: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Jewels Limited (‘AJL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 256 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | Abans JewelsLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi-precious stone studded gold and silver jewellery. The company also trades in bullion, debentures, securities and enters in to derivative contracts onrecognizedstock exchanges. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr.AbhishekBansal has control over AFSL Group and is significantly influencing the entity accordingly asper the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 257 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,58,231.03 |
Page 258 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Profit After Tax | 3,661.62 | ||
| Net worth | 14,159.46 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
|||
| A(5). |
Basic details of the proposed transaction
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 259 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available |
| 3. | In case of Trade advance_(of upto 365 days or such period for which such_ advances are extended as per normal trade practice ), if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
|---|---|---|
| Sr. | Particulars of the information | Information provided by the management |
| No. | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued,if any,or costplusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 260 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in debentures | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent expenses | 10.46 |
| Sale of securities | 1,621.44 |
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expenses | 1.31 |
| Interest income | 467.72 |
| Purchase of Financial Instruments | 6,361.57 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 6,254.75 |
| Rent expense | 10.46 |
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Rent expense | 2.62 |
Page 261 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Brokerage 8i Allied Activities | 10.45 |
| Commission Income | 32.61 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
15,00,000 | 15,00,000 | 15,00,000 | 15,00,000 | 50,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
457.03% | 457.03% | 457.03% | 457.03% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
667.30% | 667.30% | 667.30% | 667.30% | 22.24% | 25.58% | 16.63% |
Page 262 of 482
| Sr. No. |
Sr. No. |
Particulars of the information | Particulars of the information | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | |||||||||
| Transaction: | Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
||||||||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
418.72% | 418.72% | 418.72% | 418.72% | 13.96% | 16.05% | 10.43% | |||||||
| Table 3 A(5). Basic details of the proposed transaction |
|||||||||||||||
Sr. |
Particulars of the |
Informationprovided by the management | |||||||||||||
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |||||||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Purchase of Securities |
Purchase of Goods |
Sale of Securities |
Sale of goods | Securities to be Issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|||||||
| 2 | Detailsofeach type of the proposed transaction |
Securities are sold or purchased at market rate plus interest accrued, if |
Goods are sold or purchased at market rate or cost plus profit where |
Securities are sold or purchased at market rate plus interest accrued, if |
Goods are sold or purchased at market rate or cost plus profit where |
Group companies strategically issue diverse securities tied to various |
Group companies strategically issue diverse securities tied to various |
Group companies strategically issue diverse securities tied to various |
Page 263 of 482
| Sr. | Particulars of the | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| any, or cost plus profit where market rate is not available |
market rate is not available. |
any, or cost plus profit where market rate is not available |
market rate is not available. |
underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
||
| 3 | Tenure of the proposed transaction |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
Page 264 of 482
| Sr. | Particulars of the | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| (tenure in number of years or months to be specified) |
||||||||
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year- wise. |
15,00,000 | 15,00,000 | 15,00,000 | 15,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. |
Page 265 of 482
| Sr. | Particulars of the | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, |
Page 266 of 482
| Sr. | Particulars of the | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||||||
| a. Name of the director/KMP |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 267 of 482
Item No. 25: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Fintrade Private Limited (‘AFTPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AFTPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 268 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansFintradePrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activity of the company is export and import of precious / semi-precious stone studded gold and silver jewellery from its unit located in Special Economic Zone. The company also trades in debentures, securities and enters in to derivative contracts on recognised stock exchanges. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financialorotherwise)andthefollowing: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b(vii)of IND AS 24 the entityis a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 269 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,75,414.60 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | |
| A(4). Amount of the proposed transaction(s) |
|||
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 | |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 270 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,53,095.93 | ||
| Profit After Tax | 3,447.86 | ||
| Net worth | 34,735.12 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director / KMP, whether direct or indirect, in therelated party |
Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 271 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No | . **Particulars of the information ** |
Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the relatedpartyin relation to the a. Amount of Trade advance b. Tenure c.Whether same is self-liquidating? |
N.A. |
| N.A. | ||
| N.A. | ||
| N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Part C Disclosure_only_in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure_only_in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure_only_in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
|---|---|---|
| Sr. | Particulars of the information | Information provided by the management |
| No. | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. |
Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued,if any,or costplusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 272 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of Expense | 0.01 |
| Brokerage income | 11.63 |
| Sale of securities | 1,024.00 |
| Purchase of commodities | 3,702.58 |
| Sale of commodities | 2,218.40 |
| Trade receivable | 27.46 |
| Sale of securities | 11,223.85 |
| Sale of commodities | 20,042.22 |
| Sale of services - brokerage income | 7.03 |
| Purchase of securities | 302.28 |
| Debt securities redeemed duringtheyear | 200.42 |
| Interest income | 518.94 |
| Interest expense | 83.36 |
| Rent income | 2.62 |
| Sale of Securities | 1,589.55 |
| Loan Given duringtheperiod | 1,10,049.85 |
| Purchase of Debt Securities | 1,559.18 |
Page 273 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods |
Securities to be Issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 243.75% | 24.37% | 243.75% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityisnot apartytothetransaction) |
35.59% | 355.89% | 35.59% | 355.89% | 22.24% | 25.58% | 16.63% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
52.25% | 522.55% | 52.25% | 522.55% | 32.66% | 37.56% | 24.41% |
Page 274 of 482
Table 3 A(5).
Basic details of the proposed transaction
| Sr. | Particulars of the | Information | provided by the management | provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowingetc.) |
Purchase of Securities |
Purchase of Goods |
Sale of Securities |
Sale of goods | Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
| 2 | Detailsofeach type of the proposed transaction |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount dependingon |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount dependingon |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount dependingon |
Page 275 of 482
| Sr. | Particulars of the | Information | provided by the management | provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
||||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Page 276 of 482
| Sr. | Particulars of the | Information | provided by the management | provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions,and |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, |
Page 277 of 482
| Sr. | Particulars of the | Information | provided by the management | provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| differentials to enhance the overall yield of the group’s investment portfolio. |
associated with third- party dealings, such as credit risk and contractual disputes. |
capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
third-party dealings, such as credit risk and contractual disputes. |
potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who haveinterest in |
Page 278 of 482
| Sr. | Particulars of the | Information | provided by the management | provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||||||
| a. Name of the director/KMP |
Abhishek Bansal | Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal | Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
|
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
97.07% | 97.07% | 97.07% | 97.07% | 97.07% | 97.07% | 97.07% | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 279 of 482
Item No. 26: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Creations Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Creations Private Limited (‘Abans Creations”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and Abans Creations to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Creations Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Part A Minimum information of the proposed RPT, applicable to all RPTs
A(1). Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | Abans CreationsPrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
Page 280 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 3 | Nature of business of the related party | The company is engaged in manufacturing of jewellery for sale, manufacturing of jewellery on job work basis. Further, it generates revenue from trading gold,bullion,diamond,silver andprecious stones. |
||
| A(2). Relationship and ownership of the related party |
||||
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management | ||
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
||
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |||
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |||
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 281 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
1,716.09 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | 1,00,000 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
No | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
30.47% | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
44.49% | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
3283.39% | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,045.63 | ||
| Profit After Tax | 15.71 |
Page 282 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 11.18 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Goods |
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
1,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity | Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Abhishek Bansal | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | 99.99% | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Page 283 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the relatedpartyin relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b.Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 284 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Interest income | 0.41 |
| Loan Given duringtheperiod | 7.00 |
Page 285 of 482
Item No. 27: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Commodities (I) Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Commodities (I) Private Limited (‘ACIPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and ACIPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Commodities (I) Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 286 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Commodities(I)Private Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | The company is primarily engaged in the business of investment, trading in securities and providing advisory services. It is registered with SEBI as an Investment Adviser(lA). |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 287 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
101.82 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | 8,00,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
243.75% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
355.89% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
43734.43% |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 288 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,829.23 | ||
| Profit After Tax | -68.84 | ||
| Net worth | 1,597.57 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Sale of Goods |
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
8,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity | Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | N.A. |
Page 289 of 482
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the relatedpartyin relation to the transaction,specifythe following: a. Amount of Trade advance |
N.A. |
| N.A. |
Page 290 of 482
| Sr. No. | **Particulars of the information ** | Information provided by the management |
|---|---|---|
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Interest expense | 5.16 |
| Rent income | 1.31 |
| Re-imbursement of Expenses | 13.06 |
Page 291 of 482
Item No. 28: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Finance Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Finance Private Limited (‘AFPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AFPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Finance Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 292 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Finance Private Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | The company is primarily engaged in the business financing and Investment which includes Corporate Finance, Trade Finance and providing Business and Retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the company is interest from loan and earnings from investment. |
A(2). Relationship and ownership of the related party
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financialorotherwise)andthefollowing: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 293 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
6,84,792.64 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 294 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 13,138.53 | ||
| Profit After Tax | 3,344.24 | ||
| Net worth | 34,860.94 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 295 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent Expense | 0.62 |
| Rent Expense | 1.31 |
| Interest Income on Debenture | 4.19 |
| Investment in debentures | 0.97 |
| Rent Expense | 5.23 |
| Unsecured loan outstanding | 7,116.35 |
| Guarantee availed for borrowings | 2,000.00 |
| Brokerage income | 2.14 |
| Sale of securities | 2,565.53 |
| Purchase of securities | 2,543.40 |
| Interest expenses | 273.60 |
| Rent Expense | 10.46 |
| Reimbursement of expenses | 4.10 |
| Sale of securities | 3,596.30 |
| Interestpaid onpurchase of bonds | 39.20 |
| Interest received on sale of bonds | 51.44 |
| Rent Expense | 10.46 |
| Purchase of securities | 4,570.10 |
| Reimbursement of expenses | 1.50 |
| Interest expenses | 122.00 |
| Guarantee availed for borrowings | 3,537.00 |
| Rent Expense | 0.40 |
| Investments in subsidiaries | 9,757.60 |
| Investments in Non-Convertible Debentures of | 1,237.66 |
| Other Current Financial Assets | 43.65 |
| Rent Expense | 2.62 |
| Interest Income | 93.62 |
Page 296 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Re-imbursement of Expenses | 694.38 |
| Loan received duringtheperiod | 22,42,473.23 |
| Loan received duringtheperiod | 1,60,306.30 |
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of theAuditCommittee/ shareholders. |
50,000 | 57,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
15.23% | 17.52% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
22.24% | 25.58% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
354.62% | 407.81% |
Page 297 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan,borrowingetc.) |
Securities to be issued during the period | Securities to be redeemed during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related- party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
| 3 | Tenure of the proposed transaction (tenure in number ofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- upfinancialyear-wise. |
50,000 | 57,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with |
Page 298 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entityand its shareholders. |
prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long- term interests of the listed entity and its shareholders. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a.Name of the director/KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 299 of 482
Item No. 29: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Enterprises Limited (‘AEL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AEL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 300 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Enterprises Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in general trading of agri commodities, precious metal and trading in derivatives on recognized exchange. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 301 of 482
A(3). Details of previous transactions with the related party
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
82,682 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 302 of 482
| S. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 13,138.53 | ||
| Profit After Tax | 3,344.24 | ||
| Net worth | 34,860.94 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 303 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plusprofit where market rate is not available. |
| 3. | In case of Trade advance_(of upto 365 days or such period for which such advances are_ extended as per normal trade practice ), if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
| advances | advances | |
|---|---|---|
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plusprofit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Page 304 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,881.03 |
| Sale of services - warehouse charges income | 3.19 |
| Sale of services - brokerage income | 5.72 |
| Interest income | 437.64 |
| Rent income | 10.46 |
| Loan Given duringtheperiod | 78,611.85 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of goods |
Sale of goods | Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
8,00,000 | 8,00,000 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
243.75% | 243.75% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involvingthe subsidiaryand wherethelisted entityisnot apartytothetransaction) |
355.89% | 355.89% | 16.63% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
206.28% | 206.28% | 9.64% |
Page 305 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan, borrowing etc.) |
Purchase of goods | Sale of goods | Securities to be redeemed during the period |
| 2 | Detailsofeachtype of theproposed transaction |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industrystandards. |
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, |
8,00,000 | 8,00,000 | 37,375 |
Page 306 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| provide estimated break-up financial year- wise. |
||||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | Abhishek Bansal | Abhishek Bansal |
Page 307 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| b. Shareholding of the director / KMP, whetherdirector indirect,in therelated party |
74.56% | 74.56% | 74.56% | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. |
Page 308 of 482
Item No. 30: To consider and approve Material Related Party Transaction(s) between Abans Broking Services Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Broking Services Private Limited (“ABSPL”) and Abans Metals Private Limited (‘AMPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ABSPL and AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Broking Services Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 309 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stock exchanges in India. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 310 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
2,82,805.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 311 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 1,34,982.03 | ||
| Profit After Tax | 198.43 | ||
| Net worth | 350.62 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 312 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 313 of 482
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Purchase of Securities | 8,489.84 |
| Rent income | 2.62 |
| Sale of Securities | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Page 314 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods |
Securitie s to be issued during the period |
Securitie s to be redeeme d during the period |
Amount to be received on redemptio n of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 243.75% | 24.37% | 243.75% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityisnot apartytothetransaction) |
35.59% | 355.89% | 35.59% | 355.89% | 22.24% | 25.58% | 16.63% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the |
59.27% | 592.67% | 59.27% | 592.67% | 37.04% | 42.60% | 27.69% |
Page 315 of 482
| Sr. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||||||
| Transaction: | Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods |
Securitie s to be issued during the period |
Securitie s to be redeeme d during the period |
Amount to be received on redemptio n of securities during the period |
||||||
| immediately preceding financial year, if available. |
|||||||||||||
| Table A(5). Basic d |
3 etails of the proposed transaction |
||||||||||||
Sr. |
Particulars of |
Information provided by the | management | ||||||||||
| No. | the information | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |||||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowingetc.) |
Purchase of Securities |
Purchase of goods |
Sale of Securities |
Sale of goods | Securities to be issued during the period |
Securities redeemed during period |
to be the |
Amount to be received on redemption of securities during the period |
||||
| 2 | Detailsofeach type of the proposed transaction |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit |
Goods are sold or purchased at market rate or cost plus profit where market rate |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to |
Group companies strategically issue diverse securities tied to various underlying indices and |
Group companies strategically issue diverse securities tied to various underlying indices and securities.These |
Page 316 of 482
| Sr. | Particulars of | Information provided by the management | Information provided by the management | Information provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | the information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| where market rate is not available |
is not available. |
where market rate is not available |
AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
|||
| 3 | Tenure of the proposed transaction |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
Page 317 of 482
| Sr. | Particulars of | Information provided by the management | Information provided by the management | Information provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | the information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| (tenure in number of years or months to be specified) |
||||||||
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- up financial year-wise. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury |
Page 318 of 482
| Sr. | Particulars of | Information provided by the management | Information provided by the management | Information provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | the information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
Page 319 of 482
| Sr. | Particulars of | Information provided by the management | Information provided by the management | Information provided by the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | the information | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||||
| a. Name of the director / KMP |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal | Abhishek Bansal |
Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
99.99% | 99.99% | 99.99% | 99.99% | 99.99% | 99.99% | 99.99% | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 320 of 482
| Sr. | Particulars of | Information provided by | Information provided by | the management | ||||
|---|---|---|---|---|---|---|---|---|
| No. | the | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| information | ||||||||
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 321 of 482
Item No. 31: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Creations Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Creations Private Limited (“Abans Creations”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and Abans Creations to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Creations Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 322 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty |
Abans Creations Private Limited |
| 2 | Country of incorporationof therelated party |
India |
| 3 | Nature of business of the related party | The company is engaged in manufacturing of jewellery for sale, manufacturing of jewellery on job work basis. Further, it generates revenue from trading gold, bullion, diamond, silver and precious stones. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 323 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
1,716.09 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
S. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | 1,00,000 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Yes | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
30.47% | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
420.91% | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
3283.39% | ||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 3,045.63 | |||
| Profit After Tax | 15.71 |
Page 324 of 482
| S. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 11.18 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of goods | ||
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year | ||
| 4 | Whetheromnibusapproval is being sought? | Yes | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
1,00,000 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity | Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Abhishek Bansal | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | 99.99% | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. | ||
| 9 | Other information relevant fordecision making. | N.A. |
Page 325 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 326 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Interest income | 0.41 |
| Loan Given duringtheperiod | 7.00 |
Page 327 of 482
Item No. 32: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Broking Services Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Broking Services Private Limited (“ABSPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and ABSPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 328 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansBroking ServicesPrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The Company is engaged in Broking, consultancy services, treasury operations and allied activities. It is registered with SEBI as a portfolio manager, research analyst stock-broker, commodity broker and a Mutual Fund Distributor under Association of Mutual Funds of India(AMFI). |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financialorotherwise)andthefollowing: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (whichmeans that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 329 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
4,43,363.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,24,787.51 | ||
| Profit After Tax | 1,799.24 |
Page 330 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 18,055.11 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 331 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended asper normal tradepractice) |
N.A. |
Page 332 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
||
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Other expense | 0.17 |
| Reimbursement of expense | 0.17 |
| Advance to Broker | 10.00 |
| Brokerage income | 7.94 |
| Sale of securities | 676.71 |
| Purchase of securities | 1,694.45 |
| Purchase of commodities | 786.90 |
| CompulsoryConvertible Debentures | 2,200.00 |
| Corporate Guarantee Given | 4,537.00 |
| Corporateguarantee/security given byreportingenterprise | 3,537.00 |
| Interest income | 135.56 |
| Purchase of Financial Instruments | 3,646.70 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 4,609.30 |
| Reimbursement of expense | 1.50 |
| Loan Given duringtheperiod | 22,42,473.23 |
| Re-imbursement of Expenses | 302.56 |
Page 333 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| Transaction: | Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in themeeting of theAuditCommittee/ shareholders. |
80,000 | 8,00,000 | 50,000 | 57,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
24.37% | 243.75% | 15.23% | 17.52% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction) |
336.73% | 3367.30% | 210.46% | 242.02% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party)for the immediately precedingfinancialyear,if available. |
35.59% | 355.89% | 22.24% | 25.58% |
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Sale of securities | Sale of goods | Securities to be issued during the period |
Securities to be redeemed during the period |
Page 334 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
| 3 | Tenure of the proposed transaction (tenure in number ofyears or months to be specified) |
1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes | Yes |
Page 335 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 | 50,000 | 57,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed-income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long-term interests of the listed |
Page 336 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | ||
| group financing, serving the long- term interests of the listed entity and its shareholders. |
entity and its shareholders. |
||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether director indirect,in therelated party |
N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report,if any,shall be |
N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. | N.A. |
Page 337 of 482
Item No. 33: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Commodities (I) Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Commodities (I) Private Limited (“ACIPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and ACIPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Commodities (I) Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 338 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1). Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Commodities(I)Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in the business of investment, trading in securities and providing advisory services. It is registered with SEBI as an Investment Adviser(lA). |
A(2). Relationship and ownership of the related party
Sr. No. |
**Particulars of the information ** |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financialorotherwise)andthefollowing: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 339 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|---|
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactionsundertakenby the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
101.82 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | 8,00,000 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Yes | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
243.75% | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
3367.30% | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
43734.43% | ||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,829.23 | |||
| Profit After Tax | -68.84 |
Page 340 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 1,597.57 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Sale of Goods |
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
8,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | N.A. | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. |
| 9 | Other information relevant for decision making. | N.A. |
Page 341 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale,purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 342 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Interest expense | 5.16 |
| Rent income | 1.31 |
| Re-imbursement of Expenses | 13.06 |
Page 343 of 482
Item No. 34: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Enterprises Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Enterprises Limited (“AEL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AEL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 344 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansEnterprisesLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in general trading of agri commodities, precious metal and trading in derivatives on recognized exchange. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantlyinfluencing the entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a related party. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 345 of 482
A(3). Details of previous transactions with the related party
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
82,682 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided |
|---|---|---|
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 346 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 10,801.14 | ||
| Profit After Tax | 317.36 | ||
| Net worth | 2,381.72 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 347 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale,purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 348 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,881.03 |
| Sale of services - warehouse charges income | 3.19 |
| Sale of services - brokerage income | 5.72 |
| Interest income | 437.64 |
| Rent income | 10.46 |
| Loan Given duringtheperiod | 78,611.85 |
Table 2
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the | Information provided by the | management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of goods |
Sale of goods | Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
8,00,000 | 8,00,000 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposedtransaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
243.75% | 243.75% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
3367.30% | 3367.30% | 157.32% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover(if consolidated turnover is not available,calculation to |
206.28% | 206.28% | 9.64% |
Page 349 of 482
| Sr. No. | Sr. No. | Particulars of the information | Particulars of the information | Information provided by the | Information provided by the | Information provided by the | Information provided by the | management |
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | ||||||
| Transaction: | Purchase of goods |
Sale of goods | Securities to be redeemed during the period |
|||||
| be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
||||||||
| Table 3 A(5). Basic details of the proposed transaction |
||||||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||||||
| 1 | 2 | 3 | ||||||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Purchase of goods | Sale of goods | Securities to be redeemed during the period |
||||
| 2 | Detailsofeachtype of theproposedtransaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s- length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. |
Page 350 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industrystandards. |
||||
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year- wise. |
8,00,000 | 8,00,000 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- partydealings,such as |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibilityensures |
Page 351 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| credit risk and contractual disputes. |
responsiveness to investor needs. |
|||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
74.56% | 74.56% | 74.56% | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. |
Page 352 of 482
Item No. 35: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Finance Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Finance Private Limited (“AFPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AFPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Finance Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 353 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of therelated party | AbansFinancePrivateLimited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is primarily engaged in the business financing and Investment which includes Corporate Finance, Trade Finance and providing Business and Retail Loans, unsecured as well as secured against collateral security, investment in government security and bonds. The major source of income for the company is interest from loan and earningsfrom investment. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are membersofthe same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others). |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 354 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
6,84,792.64 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | |
| A(4). Amount of the proposed transaction(s) |
|||
Sr. No. |
Particulars of the information |
Information provided | |
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: |
Page 355 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 13,138.53 | ||
| Profit After Tax | 3,344.24 | ||
| Net worth | 34,860.94 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 356 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| Rent Expense | 0.62 |
| Rent Expense | 1.31 |
| Interest Income on Debenture | 4.19 |
| Investment in debentures | 0.97 |
| Rent Expense | 5.23 |
| Unsecured loan outstanding | 7,116.35 |
| Guarantee availed for borrowings | 2,000.00 |
| Brokerage income | 2.14 |
| Sale of securities | 2,565.53 |
| Purchase of securities | 2,543.40 |
| Interest expenses | 273.60 |
| Rent Expense | 10.46 |
| Reimbursement of expenses | 4.10 |
| Sale of securities | 3,596.30 |
| Interestpaid onpurchase of bonds | 39.20 |
| Interest received on sale of bonds | 51.44 |
| Rent Expense | 10.46 |
| Purchase of securities | 4,570.10 |
| Reimbursement of expenses | 1.50 |
| Interest expenses | 122.00 |
| Guarantee availed for borrowings | 3,537.00 |
| Rent Expense | 0.40 |
| Investments in subsidiaries | 9,757.60 |
| Investments in Non-Convertible Debentures of | 1,237.66 |
| Other Current Financial Assets | 43.65 |
| Rent Expense | 2.62 |
Page 357 of 482
| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| Interest Income | 93.62 |
| Re-imbursement of Expenses | 694.38 |
| Loan received duringtheperiod | 22,42,473.23 |
| Loan received duringtheperiod | 1,60,306.30 |
| Table 2 A(4). Amount of the proposed transaction(s) |
Table 2 A(4). Amount of the proposed transaction(s) |
||
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management | |
| 1 | 2 | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
50,000 | 57,500 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
15.23% | 17.52% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involvingthe subsidiaryand wherethelisted entityisnot apartytothetransaction) |
210.46% | 242.02% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
354.62% | 407.81% |
Page 358 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Securities to be redeemed during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
50,000 | 57,500 |
Page 359 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
||
| a.Name of the director/KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in therelated party |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. |
Page 360 of 482
Item No. 36: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Investment Managers Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Investment Managers Limited (“AIML”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AIML to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Investment Managers Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 361 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs
A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Investment Managers Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is engaged in the business of distribution of financial instruments/products and trades in financial servicesproduct. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Abans Securities Private Limited (ASPL) is a step-down subsidiary of Abans Financial Services Limited (AFSL), the listed entity, while Abans Investment ManagerLimited(AIML) is a direct subsidiary of AFSL. Accordingly, since both ASPL and AIML form part of the AFSL group, they are considered related parties. |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 362 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
1,214.70 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 819.12 | ||
| Profit After Tax | 69.04 |
Page 363 of 482
| S. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 1,447.67 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 364 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| Sale of services - brokerage income | 0.17 |
| Reimbursement of expenses | 0.17 |
| Debt securities redeemed duringtheyear | 5.69 |
| Rent income | 5.23 |
| Investments in subsidiaries | 0.98 |
| Re-imbursement of Expenses | 0.82 |
| Distributor Commission Expense | 412.89 |
| Table 2 A(4). Amount of the proposed transaction(s) |
Table 2 A(4). Amount of the proposed transaction(s) |
||
|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management | |
| 1 | 2 | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
75,000 | 86,250 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for theimmediately precedingfinancialyear |
22.85% | 26.28% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiaryand where the listed entityis not apartyto the transaction) |
315.68% | 363.04% |
Page 365 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Securities to be issued during the period |
Securities to be redeemed during the period |
|
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the immediately precedingfinancialyear,if available. |
9156.18% | 10529.60% |
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Securities to be redeemed during the period |
| 2 | Detailsofeachtype of theproposedtransaction | Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Page 366 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
75,000 | 86,250 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s- length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a.Name of the director/KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
N.A. | N.A. |
Page 367 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 368 of 482
Item No. 37: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Jewels Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Jewels Limited (“AJL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 369 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi precious stone studded gold and silver jewellery. The company also trades in bullion, debentures, securities and enters in to derivative contracts on recognized stock exchanges. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantly influencing the entityaccordinglyas per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 370 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:Details need to be disclosed separately for listed entity and its subsidiary. | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
| A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
|
|---|---|---|
S. No. |
Particulars of the information |
Information provided |
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
| A(4). Amount of the proposed transaction(s) |
A(4). Amount of the proposed transaction(s) |
|
|---|---|---|
S. No. |
Particulars of the information |
Information provided |
| by the management | ||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear, if available. |
Refer Table 2 |
| 6 | Financial performance of the related party for the immediately preceding financial year: |
Page 371 of 482
| S. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 3,58,231.03 | ||
| Profit After Tax | 3,661.62 | ||
| Net worth | 14,159.46 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
**Particulars of the information ** |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 372 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 373 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1
A(3).
Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in debentures | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent Expense | 10.46 |
| Sale of securities | 1,621.44 |
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent Expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expense | 1.31 |
| Interest income | 467.72 |
| Purchase of Financial Instruments | 6,361.57 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 6,254.75 |
| Rent Expense | 10.46 |
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
Page 374 of 482
| Nature of Transactions | FY 2024-2025 (INR) |
|---|---|
| Rent Expense | 2.62 |
| Brokerage & Allied Activities | 10.45 |
| Commission Income | 32.61 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 50,000 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
24.37% | 243.75% | 24.37% | 243.75% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone |
336.73% | 3367.30% | 336.73% | 3367.30% | 210.46% | 242.02% | 157.32% |
Page 375 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
||||||||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
22.33% | 223.32% | 22.33% | 223.32% | 13.96% | 16.05% | 10.43% |
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | ||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
Page 376 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| 2 | Detailsofeachtype of the proposedtransaction |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent |
Page 377 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| approach to related-party transactions in line with industry standards. |
suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
approach to related-party transactions in line with industry standards. |
||||||
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of governmen t securities and bonds for several strategic objectives, such as optimizing liquidity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie |
Group entities engage in the transfer of governme nt securities and bonds for several strategic objectives, such as optimizing |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management |
Page 378 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| by reallocatin g surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differential s to enhance the overall yield of the group’s investment portfolio. |
s and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
liquidity by reallocatin g surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differentia ls to enhance the overall yield of the group’s investment portfolio. |
s and affiliates to expand into new markets by leveraging the establishe d network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractua l disputes. |
for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
treasury management for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsivenes s to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, servingthe |
for the listed entity. Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
Page 379 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| long-term interests of the listed entity and its shareholders. |
||||||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||||
| a. Name of the director / KMP | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in therelated party |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 380 of 482
Item No. 38: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Metals Private Limited (“AMPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 381 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stock exchanges in India. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantlyinfluencingthe entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 382 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,82,805.02 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,34,982.03 | |||
| Profit After Tax | 198.43 |
Page 383 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 350.62 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 384 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 385 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Purchase of Financial Instruments | 8,489.84 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Page 386 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
24.37% | 243.75% | 24.37% | 243.75% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiaryand wherethelisted |
336.73% | 3367.30% | 336.73% | 3367.30% | 210.46% | 242.02% | 157.32% |
Page 387 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| entity is not a party to the transaction) |
||||||||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
59.27% | 592.67% | 59.27% | 592.67% | 37.04% | 42.60% | 27.69% |
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods | Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during theperiod |
| 2 | Detailsofeachtype of the proposedtransaction |
Securities are sold or purchased at market |
Goods are sold or purchased at market |
Securities are sold or purchased at market |
Goods are sold or purchased at market |
Group companies strategically issue diverse |
Group companies strategically issue diverse |
Group companies strategically issue diverse |
Page 388 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| rate plus interest accrued, if any, or cost plus profit where market rate is not available |
rate or cost plus profit where market rate is not available. |
rate plus interest accrued, if any, or cost plus profit where market rate is not available |
rate or cost plus profit where market rate is not available. |
securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with |
securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to |
securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with |
Page 389 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| industry standards. |
related-party transactions in line with industry standards. |
industry standards. |
||||||
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of governmen t securities and bonds for several strategic objectives, such as optimizing liquidity by reallocatin g surplus cash across |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie s and affiliates to expand into new |
Group entities engage in the transfer of governme nt securities and bonds for several strategic objectives, such as optimizing liquidity by reallocatin gsurplus |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie s and affiliates to expand into new |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures |
Page 390 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differential s to enhance the overall yield of the group’s investment portfolio. |
markets by leveraging the established network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differentia ls to enhance the overall yield of the group’s investment portfolio. |
markets by leveraging the establishe d network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractua l disputes. |
allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
Market- linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsivenes s to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed |
a llow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
Page 391 of 482
| Sr. | Particulars of the information | **Information provided ** | **Information provided ** | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| entity and its shareholders. |
||||||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||||
| a. Name of the director / KMP | Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
|
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
99.99% | 99.99% | 99.99% | 99.99% | 99.99% | 99.99% | 99.99% | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 392 of 482
Item No. 39: To consider and approve Material Related Party Transaction(s) between Abans Securities Private Limited and Abans Fintrade Private Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Securities Private Limited (“ASPL”) and Abans Fintrade Private Limited (“AFTPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ASPL and AFTPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Securities Private Limited Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 393 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Fintrade Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activity of the company is export and import of precious / semi precious stone studded gold and silver jewellery from its unit located in Special Economic Zone. The company also trades in debentures, securities and enters in to derivative contracts on recognised stock exchanges. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr Abhishek Bansal has control over AFSL Group and is significantlyinfluencingthe entity accordingly as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 394 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,75,414.60 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,53,095.93 | |||
| Profit After Tax | 3,447.86 |
Page 395 of 482
| Sr. No. | Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 34,735.12 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 396 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 397 of 482
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of Expense | 0.01 |
| Brokerage income | 11.63 |
| Sale of securities | 1,024.00 |
| Purchase of commodities | 3,702.58 |
| Sale of commodities | 2,218.40 |
| Trade receivable | 27.46 |
| Sale of securities | 11,223.85 |
| Sale of commodities | 20,042.22 |
| Sale of services - brokerage income | 7.03 |
| Purchase of securities | 302.28 |
| Debt securities redeemed duringtheyear | 200.42 |
| Interest income | 518.94 |
| Interest expense | 83.36 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 1,589.55 |
| Loan Given duringtheperiod | 1,10,049.85 |
| Purchase of Debt Securities | 1,559.18 |
Page 398 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by | Information provided by | the management | the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financialyear |
24.37% | 243.75% | 24.37% | 243.75% | 15.23% | 17.52% | 11.39% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
336.73% | 3367.30% | 336.73% | 3367.30% | 210.46% | 242.02% | 157.32% |
Page 399 of 482
| Sr. No. | Particulars of the information | Information provided by | Information provided by | the management | the management | |||
|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | ||
| Transaction: | Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
|
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
35.59% | 355.89% | 35.59% | 355.89% | 22.24% | 25.58% | 16.63% |
Table 3 A(5). Basic details of the proposed transaction
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Purchase of securities |
Purchase of goods |
Sale of securities |
Sale of goods |
Securities to be issued during the period |
Securities to be redeemed during the period |
Amount to be received on redemption of securities during the period |
| 2 | Detailsofeachtype of the proposedtransaction |
Securities are sold or purchased at market rate plus interest |
Goods are sold or purchased at market rate or cost plusprofit |
Securities are sold or purchased at market rate plus interest |
Goods are sold or purchased at market rate or cost plusprofit |
Group companies strategically issue diverse securities tied to various |
Group companies strategically issue diverse securities tied |
Group companies strategically issue diverse securities tied to various |
Page 400 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| accrued, if any, or cost plus profit where market rate is not available |
where market rate is not available. |
accrued, if any, or cost plus profit where market rate is not available |
where market rate is not available. |
underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with to |
underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Page 401 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| various underlying industry standards. |
||||||||
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 | 80,000 | 8,00,000 | 50,000 | 57,500 | 37,375 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of governmen t securities and bonds for several strategic objectives, such as optimizing liquidity by reallocatin g surplus cash across different |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie s and affiliates to expand into new markets by |
Group entities engage in the transfer of governme nt securities and bonds for several strategic objectives, such as optimizing liquidity by reallocatin g surplus cash |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transaction s enable subsidiarie s and affiliates to expand into new markets by |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market- linked structures allow |
Page 402 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differential s to enhance the overall yield of the group’s investment portfolio. |
leveraging the established network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizin g on interest rate differentia ls to enhance the overall yield of the group’s investment portfolio. |
leveraging the establishe d network and resources of related entities. Additional ly, they help mitigate risks associated with third- party dealings, such as credit risk and contractua l disputes. |
alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsivenes s to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra-group financing, serving the long-term interests of the listed entity and its shareholders. |
Page 403 of 482
| Sr. | Particulars of the information | Informationprovided | Informationprovided | by the management | by the management | |||
|---|---|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | 6 | 7 | |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||||
| a. Name of the director / KMP | Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
Abhishek Bansal |
|
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
97.07% | 97.07% | 97.07% | 97.07% | 97.07% | 97.07% | 97.07% | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. | N.A. | N.A. |
Page 404 of 482
Item No. 40: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Broking Services Private Limited (“ABSPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and ABSPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Broking Services Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 405 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans BrokingServices Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The Company is engaged in Broking, consultancy services, treasury operations and allied activities. It is registered with SEBI as a portfolio manager, research analyst stock-broker, commodity broker and a Mutual Fund Distributor under Association of Mutual Funds of India(AMFI). |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 406 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
4,43,363.02 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
S. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 2,24,787.51 | ||
| Profit After Tax | 1,799.24 |
Page 407 of 482
| S. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 18,055.11 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 408 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods orservices. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. Goods are sold or purchased at market rate or cost plus profitwheremarket rateisnot available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 409 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Other expense | 0.17 |
| Reimbursement of expense | 0.17 |
| Advance to Broker | 10.00 |
| Brokerage income | 7.94 |
| Sale of securities | 676.71 |
| Purchase of securities | 1,694.45 |
| Purchase of commodities | 786.90 |
| CompulsoryConvertible Debentures | 2,200.00 |
| Corporate Guarantee Given | 4,537.00 |
| Corporate guarantee/security given by reporting enterprise |
3,537.00 |
| Interest income | 135.56 |
| Purchase of Securities | 3,646.70 |
| Rent income | 10.46 |
| Sale of Securities | 4,609.30 |
| Reimbursement of expense | 1.50 |
| Loan Given duringtheperiod | 22,42,473.23 |
| Re-imbursement of Expenses | 302.56 |
Page 410 of 482
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Sale of securities | Sale of goods | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
80,000 | 8,00,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
24.37% | 243.75% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
4373.44% | 43734.43% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
35.59% | 355.89% |
Table 3 A(5).
Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan,borrowingetc.) |
Sale of securities | Sale of Goods |
| 2 | Detailsofeachtype of theproposedtransaction | Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Page 411 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 3 | Tenure of the proposed transaction (tenure in number ofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 412 of 482
Item No. 41: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Enterprises Limited (“AEL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and AEL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Enterprises Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 413 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Enterprises Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Thecompany is primarily engaged in general trading of agri commodities, precious metal and trading in derivatives on recognized exchange. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr.AbhishekBansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 414 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|---|
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
82,682 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 10,801.14 | |||
| Profit After Tax | 317.36 |
Page 415 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 2,381.72 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 |
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 416 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
| Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
Part C Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances |
|---|---|---|
advances |
||
| Sr. No. | **Particulars of the information ** | Information provided by the management |
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 417 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale of commodities | 1,881.03 |
| Sale of services - warehouse charges income | 3.19 |
| Sale of services - brokerage income | 5.72 |
| Interest income | 437.64 |
| Rent income | 10.46 |
| Loan Given duringtheperiod | 78,611.85 |
Table 2 A(4).
| Table 2 A(4). |
|||
|---|---|---|---|
| Amount | of the proposed transaction(s) | ||
Sr. No. |
Particulars of the information |
Information provided by the management | |
| 1 | 2 | ||
| Transaction: | Purchase of goods | Sale of goods | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
8,00,000 | 8,00,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
243.75% | 243.75% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
43734.43% | 43734.43% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
206.28% | 206.28% |
Page 418 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan,borrowingetc.) |
Purchase of Goods | Sale of Goods |
| 2 | Detailsofeachtype of theproposedtransaction | Goods are sold or purchased at market rate or cost plus profit where market rateisnot available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposed transaction (tenure in number ofyears or monthsto be specified) |
1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
8,00,000 | 8,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
||
| a.Name of the director/KMP | Abhishek Bansal | Abhishek Bansal |
Page 419 of 482
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| b. Shareholding of the director / KMP, whether direct or indirect,in therelated party |
74.56% | 74.56% | |
| 8 | A copy of the valuation or other external party report, if any, shallbe |
N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. |
Page 420 of 482
Item No. 42: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Jewels Limited (“AJL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and AJL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Jewels Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 421 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Jewels Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | Abans Jewels Limited is in the business of export and import of bullion, manufacturing of precious / semi precious stone studded gold and silver jewellery. The company also trades in bullion, debentures, securities and enters in to derivative contracts on recognized stock exchanges. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr.AbhishekBansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 422 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
7,43,303.15 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 3,58,231.03 | |||
| Profit After Tax | 3,661.62 |
Page 423 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 14,159.46 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details of each type of theproposed transaction | Refer Table 3 | ||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 | ||
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Refer Table 3 | |||
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 424 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available. |
Page 425 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related partyin relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 1,768.20 |
| Rent Expense | 1.31 |
| Investment in debentures | 328.34 |
| Rent Expense | 1.31 |
| Purchase of securities | 4,280.31 |
| Brokerage income | 6.74 |
| Sale of securities | 512.35 |
| Purchase of commodities | 4,328.12 |
| Rent Expense | 10.46 |
| Sale of securities | 1,621.44 |
| Sale of commodities | 1,819.30 |
| Sale of services - brokerage income | 134.09 |
| Interest received on sale of bonds | 5.11 |
| Rent Expense | 10.46 |
| Purchase of commodities | 79,922.14 |
| Purchase of securities | 1,862.14 |
| Rent Expense | 1.31 |
| Interest income | 467.72 |
| Purchase of Securities | 6,361.57 |
Page 426 of 482
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Rent income | 10.46 |
| Sale of Securities | 6,254.75 |
| Rent Expense | 10.46 |
| Reimbursement of expense | 0.25 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Rent Expense | 2.62 |
| Brokerage 8i Allied Activities | 10.45 |
| Commission Income | 32.61 |
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of goods | Sale of goods | Sale of securities |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of theAuditCommittee/ shareholders. |
8,00,000 | 8,00,000 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidatedturnover for theimmediately precedingfinancialyear |
243.75% | 243.75% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
43734.43% | 43734.43% | 4373.44% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
223.32% | 223.32% | 22.33% |
Page 427 of 482
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan,borrowingetc.) |
Purchase of Goods | Sale of Goods | Sale of Securities |
| 2 | Detailsofeachtype of theproposedtransaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whetheromnibusapproval is being sought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
8,00,000 | 8,00,000 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- partydealings,such as |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Page 428 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| credit risk and contractual disputes. |
||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether director indirect,in therelated party |
N.A. | N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report,if any, shallbe |
N.A. | N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. | N.A. |
Page 429 of 482
Item No. 43: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Metals Private Limited (“AMPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and AMPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Metals Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 430 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Metals Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The principal activities of the company consist of to carry on business as traders, importer in all kind of commodities including agricultural products, metals including precious metals, semi precious metals, metal products, precious stones and diamonds, trading in securities and derivative contracts on recognized stock exchanges in India. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantly influencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 431 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
2,82,805.02 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,34,982.03 | |||
| Profit After Tax | 198.43 |
Page 432 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 350.62 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 | ||
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 433 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Information provided by the |
|---|---|---|
| management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plusprofit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | **Particulars of the information ** | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
Page 434 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Sale ofgoods | 53.67 |
| Reimbursement of Expense | 0.20 |
| Brokerage income | 7.52 |
| Purchase of securities | 505.60 |
| Purchase of commodities | 5,227.37 |
| Sale of commodities | 32.78 |
| Sale of services - brokerage income | 30.42 |
| Purchase of commodities | 18,060.13 |
| Debt securities redeemed duringtheyear | 249.73 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Purchase of Securities | 8,489.84 |
| Rent income | 2.62 |
| Sale of Securities | 8,237.97 |
| Loan Given duringtheperiod | 76,532.10 |
| Sale of Debt Securities | 481.81 |
Page 435 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of goods | Sale of goods | Sale of securities |
|
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the AuditCommittee/ shareholders. |
8,00,000 | 8,00,000 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
243.75% | 243.75% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiaryand wherethelisted entityisnot apartytothetransaction) |
43734.43% | 43734.43% | 4373.44% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
592.67% | 592.67% | 59.27% |
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, givingloan, borrowing etc.) |
Purchase of Goods | Sale of Goods | Sale of Securities |
| 2 | Detailsofeachtype of theproposedtransaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Securities are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 436 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 3 | Tenure of the proposed transaction (tenure in numberofyears or monthsto be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
8,00,000 | 8,00,000 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Abhishek Bansal | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
99.99% | 99.99% | 99.99% |
Page 437 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 8 | A copy of the valuation or other external party report,if any, shallbe |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. |
Page 438 of 482
Item No. 44: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Securities Private Limited (“ASPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and ASPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Securities Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 439 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Securities Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company acts a stock broker and commodities broker to execute proprietary trades and also trades on behalf of its clients and also trade in physical commodity. It is registered with Central Depository Services (India)Limitedin the capacity of a DepositoryParticipant. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 440 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |
| Nature of | FY 2024-2025 | ||
| Transactions | (INR) | ||
| - | - | ||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | |||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
3,16,354.88 | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. |
A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Particulars of the information |
Information provided |
|---|---|---|---|
| by the management | |||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table 2 | |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
Refer Table 2 | |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 23,757.89 | ||
| Profit After Tax | 375.99 |
Page 441 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| Net worth | 4,330.33 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan,borrowingetc.) |
Refer Table 3 |
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
Page 442 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available. Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
Page 443 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 |
|---|---|
| (INR) | |
| Sale of securities | 1,694.45 |
| Sale of commodities | 786.90 |
| Brokerage expenses | 7.94 |
| Purchase of securities | 676.71 |
| Corporate Guarantee Given | 8,500.00 |
| Brokerage chargespaid | 2.14 |
| Corporateguarantee/security given byreportingenterprise | 2,000.00 |
| Interest income | 304.00 |
| Purchase of Financial Instruments | 2,604.10 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 2,576.32 |
| Reimbursement of expense | 4.10 |
| Loan Given duringtheperiod | 1,60,306.30 |
| Assets offered as securityfor fellow subsidiary | 1,183.78 |
| Re-imbursement of Expenses | 13.20 |
Page 444 of 482
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management |
Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| Transaction: | Sale of securities | Sale of goods | |
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. |
80,000 | 8,00,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
24.37% | 243.75% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and wherethelisted entityisnot apartytothetransaction) |
4373.44% | 43734.43% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of relatedparty)for the immediately precedingfinancialyear,if available. |
336.73% | 3367.30% |
Table 3 A(5). Basic details of the proposed transaction
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowingetc.) |
Sale of securities | Sale of Goods |
| 2 | Detailsofeachtype of theproposedtransaction | Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year | 1 Year |
Page 445 of 482
| Sr. No. | Particulars of the information |
Information provided by the management | Information provided by the management |
|---|---|---|---|
| 1 | 2 | ||
| 4 | Whether omnibus approval is beingsought? | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
80,000 | 8,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractualdisputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
||
| a. Name of the director / KMP | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the relatedparty |
N.A. | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be |
N.A. | N.A. |
| 9 | Other information relevant fordecision making. | N.A. | N.A. |
Page 446 of 482
Item No. 45: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Creations Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Creations Private Limited (“Abans Creations”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and Abans Creations to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Creations Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 447 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Creations Private Limited |
| 2 | Countryof incorporation of the relatedparty | India |
| 3 | Nature of business of the related party | The company is engaged in manufacturing of jewellery for sale, manufacturing of jewellery on job work basis. Further, it generates revenue from trading gold, bullion, diamond, silver and precious stones. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantlyinfluencing the entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 448 of 482
A(3). Details of previous transactions with the related party
Sr. No. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided | Information provided |
|---|---|---|---|---|---|
| by the management | |||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |||
| Nature of | FY 2024-2025 | ||||
| Transactions | (INR) | ||||
| - | - | ||||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
1,716.09 | |||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. No. |
Particulars of the information |
Information provided | |||
| by the management | |||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | 1,00,000 | |||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
30.47% | |||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
5466.80% | |||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
3283.39% | |||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||||
| Particulars | FY 2024-25 | ||||
| (INR) | |||||
| Turnover | 3,045.63 | ||||
| Profit After Tax | 15.71 |
Page 449 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 11.18 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
| Sr. No. | Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Goods | ||
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year | ||
| 4 | Whetheromnibusapproval is being sought? | Yes | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
1,00,000 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractualdisputes. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | |||
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | 99.99% | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. | ||
| 9 | Other information relevant for decision making. | N.A. |
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 11.18 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
| Sr. No. | Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Goods | ||
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
||
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year | ||
| 4 | Whetheromnibusapproval is being sought? | Yes | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
1,00,000 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractualdisputes. |
||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | |||
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | 99.99% | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. | ||
| 9 | Other information relevant for decision making. | N.A. |
Page 450 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the relatedpartyin relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | **Particulars of the information ** | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period_for_which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 451 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Interest income | 0.41 |
| Loan Given duringtheperiod | 7.00 |
Page 452 of 482
Item No. 46: To consider and approve Material Related Party Transaction(s) between Abans Commodities (I) Private Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Commodities (I) Private Limited (“ACIPL”) and Abans Fintrade Private Limited (“AFTPL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and AFTPL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Commodities (I) Private Limited and Abans Fintrade Private Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 453 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Fintrade Private Limited |
| 2 | Country of incorporationof therelated party | India |
| 3 | Nature of business of the related party | The principal activityof the company is export and import of precious / semi-precious stone studded gold and silver jewellery from its unit located in Special Economic Zone. The company also trades in debentures, securities and enters in to derivative contracts on recognised stock exchanges. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Mr. Abhishek Bansal has control over AFSL Group and is significantlyinfluencingthe entity, accordingly, as per the combined reading of 9 a (i) and 9 b (vii) of IND AS 24 the entity is a relatedparty |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 454 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
2,75,414.60 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | Refer Table 2 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Refer Table 2 | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 1,53,095.93 | |||
| Profit After Tax | 3,447.86 |
Page 455 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| by the management | ||||
| Net worth | 34,735.12 | |||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
||||
| A(5). Basic details of the proposed transaction |
||||
Sr. No. |
Particulars of the information |
Information provided by the management | ||
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 | ||
| 2 | Details ofeach type of the proposedtransaction | Refer Table 3 | ||
| 3 | Tenure of theproposed transaction(tenure in number ofyears or months to be specified) | Refer Table 3 | ||
| 4 | Whetheromnibusapproval is being sought? | Refer Table 3 | ||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 | ||
| 6 | Justification as to whythe RPTsproposed to be entered into are in the interest of the listed entity | Refer Table 3 | ||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||
| a.Name of the director/KMP | Refer Table 3 | |||
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | Refer Table 3 | |||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 | ||
| 9 | Other information relevant fordecision making. | Refer Table 3 |
Page 456 of 482
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 457 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Reimbursement of Expense | 0.01 |
| Brokerage income | 11.63 |
| Sale of securities | 1,024.00 |
| Purchase of commodities | 3,702.58 |
| Sale of commodities | 2,218.40 |
| Trade receivable | 27.46 |
| Sale of securities | 11,223.85 |
| Sale of commodities | 20,042.22 |
| Sale of services - brokerage income | 7.03 |
| Purchase of securities | 302.28 |
| Debt securities redeemed duringtheyear | 200.42 |
| Interest income | 518.94 |
| Interest expense | 83.36 |
| Rent income | 2.62 |
| Sale of Financial Instruments | 1,589.55 |
| Loan Given duringtheperiod | 1,10,049.85 |
| Purchase of Debt Securities | 1,559.18 |
Page 458 of 482
Table 2 A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| 1 | 2 | 3 | ||
| Transaction: | Purchase of goods | Sale of goods | Sale of securities | |
| 1 | Amount of the proposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. |
8,00,000 | 8,00,000 | 80,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposedtransaction a material RPT? |
Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annualconsolidatedturnover for theimmediately precedingfinancialyear |
243.75% | 243.75% | 24.37% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a partytothetransaction) |
43734.43% | 43734.43% | 4373.44% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately precedingfinancialyear,if available. |
522.55% | 522.55% | 52.25% |
Table 3 A(5). Basic details of the proposed transaction
Sr. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services,purchase of goods/services, giving loan, borrowingetc.) |
Purchase of Goods | Sale of Goods | Sale of securities |
| 2 | Detailsofeachtype of theproposedtransaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
Financial instruments are sold or purchased at market rate plus interest accrued, if any, or cost plus profit where market rate is not available |
Page 459 of 482
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|
| No. | 1 | 2 | 3 | |
| 3 | Tenure of the proposed transaction (tenure in number of years or monthsto be specified) |
1 Year | 1 Year | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise. |
8,00,000 | 8,00,000 | 80,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third- party dealings, such as credit risk and contractual disputes. |
Group entities engage in the transfer of government securities and bonds for several strategic objectives, such as optimizing liquidity by reallocating surplus cash across different entities, realigning the fixed- income portfolio in response to dynamic market conditions, and capitalizing on interest rate differentials to enhance the overall yield of the group’s investment portfolio. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any personoverwhich an individual has control. |
|||
| a. Name of the director / KMP | Abhishek Bansal | Abhishek Bansal | Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
97.07% | 97.07% | 97.07% | |
| 8 | A copy of the valuation or other external party report, if any,shall be |
N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. | N.A. | N.A. | N.A. |
Page 460 of 482
Item No. 47: To consider and approve Material Related Party Transaction(s) between Abans Global Limited and Abans Middle East DMCC, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Global Limited (“ACIPL”) and Abans Middle East DMCC (“AMED”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of ACIPL and AMED to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Global Limited and Abans Middle East DMCC, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 461 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Middle East DMCC |
| 2 | Country of incorporationof therelated party | Dubai |
| 3 | Nature of business of the related party | Abans Middle East DMCC is registered with Dubai Multi Commodities Centre as a Free Zone Company. The principal activities of the company is trading for proprietary account on regulated exchanges &non-manufactured preciousmetal trading. |
A(2).
Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financialorotherwise)andthefollowing: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiaryisrelatedtothe others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in therelated party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
1.77% |
Page 462 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
206.17 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information | ||
| provided | ||||
| by the management | ||||
| 1 | Amount of theproposed transactions being placed for approval in the meetingof the Audit Committee/ shareholders. | 20,00,000 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
609.37% | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
0.19% | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
3796.49% | ||
| 6 | Financialperformance of therelated partyfor theimmediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 52,680 | |||
| Profit After Tax | -4,314 |
Page 463 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information |
|---|---|---|---|
| provided | |||
| by the management | |||
| Networth | 31,001 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Goods |
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
20,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity | Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractual disputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a.Name of the director/KMP | N.A. | |
| b. Shareholdingof the director / KMP,whether direct or indirect,in the relatedparty | N.A. | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. |
Page 464 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 9 | Other information relevant fordecision making. | N.A. |
Part B
B(1).
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply ofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b. Tenure | N.A. | |
| c. Whethersameis self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and
trade advances
| Sr. No. | Particulars of the information | Information provided |
|---|---|---|
| by the management | ||
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods orservices. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a.Amountof Tradeadvance | N.A. | |
| b.Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Page 465 of 482
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025 (INR) |
|---|---|
| Investment in equityinstruments | 70.10 |
| Commission Income | 45.8 |
| Transaction fees & MonthlyCharges received | 32.02 |
| Preference Dividend expenses | 106.98 |
| Trade Consultancyexpense | 20.30 |
| Sale of services - brokerage income | 102.41 |
| Other Investment expense | 0.99 |
Page 466 of 482
Item No. 48: To consider and approve Material Related Party Transaction(s) between Abans Middle East DMCC and Abans Global Limited, Companies part of the Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Middle East DMCC (“AMED”) and Abans Global Limited (“AGL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AMED and AGL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Middle East DMCC and Abans Global Limited Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 467 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans Global Limited |
| 2 | Countryof incorporation of the relatedparty | England |
| 3 | Nature of business of the related party | The company is primarily engaged in dealing in Investments as a Principal and Agent. The company is also involved in the business of dealing in securities, commodities, derivatives, currencies and also actsasa financial advisor. |
A(2). Relationship and ownership of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern(financial or otherwise)and the following: |
As per IND AS 24 9 b (i) The related party and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiaryis related to the others) |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
1.77% | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (incase of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
N.A. |
Page 468 of 482
| A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
A(3). Details of previous transactions with the related party |
|
|---|---|---|---|---|
Sr. No. |
Particulars of the information |
Information provided | ||
| by the management | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | ||
| Nature of | FY 2024-2025 | |||
| Transactions | (INR) | |||
| - | - | |||
| Explanation:_Details need to be disclosed separately for listed entity and its subsidiary. _ | ||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyear upto thequarter immediately precedingthequarter in which the approval is sought. |
473.36 | ||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last financialyear. |
N.A. | ||
| A(4). Amount of the proposed transaction(s) |
||||
Sr. No. |
Particulars of the information |
Information | ||
| provided by the | ||||
| management | ||||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | 20,00,000 | ||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyear would render theproposed transaction a material RPT? |
Yes | ||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
609.37% | ||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to thetransaction) |
3796.49% | ||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
63513.79% | ||
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | |||
| Particulars | FY 2024-25 | |||
| (INR) | ||||
| Turnover | 3,149 |
Page 469 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information |
|---|---|---|---|
| provided by the | |||
| management | |||
| Profit After Tax | 651 | ||
| Net worth | 23,182 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Sale of Goods |
| 2 | Details of each type of the proposed transaction | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | 1 Year |
| 4 | Whether omnibus approval is beingsought? | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over morethanonefinancialyear, provide estimated break-upfinancialyear-wise. |
20,00,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity | Group entities engage in the purchase and sale of goods for various strategic reasons. These transactions enable subsidiaries and affiliates to expand into new markets by leveraging the established network and resources of related entities. Additionally, they help mitigate risks associated with third-party dealings, such as credit risk and contractualdisputes. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | N.A. | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | N.A. |
Page 470 of 482
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
N.A. |
| 9 | Other information relevant fordecision making. | N.A. |
Part B
B(1) .
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice) , if any, proposed to be extended to the related party in relation to the |
N.A. |
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c.Whether same is self-liquidating? | N.A. |
Part C
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade
advances
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services. |
N.A. |
| 2. | Basis of determination of price. | Goods are sold or purchased at market rate or cost plus profit where market rate is not available. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice ) , if any, proposed to be extended to the related party in relation to the transaction,specifythe following: |
N.A. |
| a. Amount of Trade advance | N.A. |
Page 471 of 482
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| b. Tenure | N.A. | |
| c. Whether same is self-liquidating? | N.A. |
Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Investment in equityinstruments | 237.65 |
| Guarantee Given byAbans Securities Pvt Ltd in favour of AGL | 427.91 |
| Investment in subsidiaries(in equityshares) | 11,549.88 |
| Other Current Financial Assets | 93.07 |
| Re-imbursement of Expenses | 93.07 |
| Payment of expenses on behalf of reportingenterprise | 4.61 |
| Margins & balance with_brokers | 1,013.93 |
| Reimbursement of Expenses | 0.20 |
| Commission Expenses | 28.20 |
| Commission Expenses | 57.64 |
| Dividend received | 105.71 |
| Interest income on margin | 0.99 |
| Commission Expenses | 100.69 |
| Conversion fee income | 1.60 |
| Transaction fees & MonthlyCharges received | 72.95 |
| Back office service expense | 10.15 |
Page 472 of 482
Item No. 49: To consider and approve Material Related Party Transaction(s) between Abans Middle East DMCC and Abans International Limited, Companies part of Promoter Group of Abans Financial Services Limited.
Background and details:
Abans Middle East DMCC (“AMED”) and Abans International Limited (“AIL”) being Companies part of the Promoter Group of AFSL and accordingly, a related party under Regulation 2(1)(zb) of the SEBI LODR Regulations.
The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs. The Audit Committee has reviewed and taken note of the certificate placed before it provided by the Whole Time Directors – the Chief Executive Officer and Chief Financial Officer of AFSL, confirming that the proposed RPTs have been accurately and fully disclosed as prescribed by the Industry Standard Forum (ISF) in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, read with Regulation 23 of the SEBI LODR Regulations, that they are in the ordinary course of business, on an arm’s length basis, and are in the interest of the Company, and that the Company has ensured compliance with applicable accounting standards in respect of disclosure and recognition of RPTs in the financial statements.
After considering the details on RPT(s) as placed by the Management, the Audit Committee has granted approval for RPTs between of AMED and AIL to be entered into during F.Y. 2026-27. The aggregate value of the transaction(s) shall not exceed the limits specified in the table forming part of this Explanatory Statement. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company. Further, the Audit Committee has confirmed that the relevant disclosures for decision-making of the Committee were placed before it.
Disclosure in accordance with Industry Standards on Minimum Information to be provided to the Shareholders for approval of Related Party Transactions is enclosed below.
Details of the proposed transactions between Abans Middle East DMCC and Abans International Limited, Companies part of Promoter Group of Abans Financial Services Limited being related parties of the Company, including the information pursuant to Clause 4 of the Standards read with SEBI Circular and applicable provisions of the Companies Act, 2013, if any, and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT(s), are provided below:
Page 473 of 482
Part A
Minimum information of the proposed RPT, applicable to all RPTs A(1).
Basic details of the related party
Sr. No. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| 1 | Name of the relatedparty | Abans International Limited |
| 2 | Countryof incorporation of the relatedparty | Mauritius |
| 3 | Nature of business of the related party | The company operates as a Collective Investment Scheme and is authorised by the Financial Services Commission of Mauritius (FSC) to be an Expert Fund under regulation 79 of the Securities (Collective InvestmentSchemesand Closed-endFunds)Regulations2008. |
A(2). Relationship and ownership of the related party
Sr. |
Particulars of the information |
Information provided by the management |
|---|---|---|
| No. | ||
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
The purpose and effect of this transaction is generating benefit to the related party of the listed entity or its subsidiary and hence as per Regulation 2 (Z) (c) (ii) of SEBI LODR this transaction is placed for approval. [A listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged.] |
| • Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
N.A. | |
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involvingthe subsidiary). |
N.A. | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person,over which the listed entity/Subsidiary/ relatedpartyhas |
N.A. |
Page 474 of 482
| Sr. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|
| No. | |||||
| control. While calculating indirect shareholding, shareholding held by relatives shall also be considered. |
|||||
| A(3). Details of previous transactions with the related party |
|||||
Sr. No. |
Particulars of the information |
Information provided | |||
| by the management | |||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financialyear. |
Refer Table 1 | |||
| Nature of | FY 2024-2025 | ||||
| Transactions | (INR) | ||||
| - | - | ||||
| Explanation: Details need to be disclosed separately for listed entity and its subsidiary. | |||||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financialyearuptothe quarter immediately precedingthe quarter inwhich theapproval is sought. |
22,609.98 | |||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangemententeredinto with thelisted entity or its subsidiary duringthelast financialyear. |
N.A. | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. No. |
Particulars of the information |
Information provided | |||
| by the management | |||||
| 1 | Amountof the proposedtransactions being placedfor approval in themeeting of theAuditCommittee/ shareholders. | Refer Table 2 | |||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financialyearwouldrender the proposedtransaction a material RPT? |
Refer Table 2 | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
Refer Table 2 | |||
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
Refer Table 2 |
Page 475 of 482
| Sr. No. | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|
| by the management | |||
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
Refer Table 2 | |
| 6 | Financialperformance of the relatedpartyfor the immediately precedingfinancialyear: | ||
| Particulars | FY 2024-25 | ||
| (INR) | |||
| Turnover | 24,982.14 | ||
| Profit After Tax | 15,264.24 | ||
| Net worth | 641.95 | ||
| Explanation:The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
| A(5). Basic details of the proposed transaction |
A(5). Basic details of the proposed transaction |
|
|---|---|---|
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, givingloan, borrowing etc.) |
Refer Table 3 |
| 2 | Details of each type of theproposed transaction | Refer Table 3 |
| 3 | Tenure of the proposedtransaction(tenurein numberofyears or monthsto be specified) | Refer Table 3 |
| 4 | Whether omnibus approval is beingsought? | Refer Table 3 |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financialyear, provide estimated break-upfinancialyear-wise. |
Refer Table 3 |
| 6 | Justification asto whytheRPTs proposedto be enteredintoarein theinterestof thelisted entity | Refer Table 3 |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|
| a. Name of the director / KMP | Refer Table 3 | |
| b. Shareholding of the director/KMP, whetherdirector indirect,in therelated party | Refer Table 3 | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Refer Table 3 |
| 9 | Other information relevant for decision making. | Refer Table 3 |
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Table 1 A(3). Details of previous transactions with the related party
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Brokerage income | 44.89 |
| Sale of service income to Groupcompanies and KMP under PMS | 20.65 |
| Sale of services - brokerage income | 0.08 |
| Brokerage 8i Allied Activities | 1.74 |
| Commission Income | 1558.48 |
| Investment in Units of Fund | 3,534.45 |
| Management & Performance Fees Income | 7,250.57 |
| Subscription Fee Income | 74.21 |
| Investment inparticipatingshares | 429.88 |
| Investment inparticipatingshares | 363.72 |
| Other Investment expense | 462.58 |
| Gain on fair value of investments | 1.95 |
Table 2
A(4).
Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | ||
| Transaction: | Securities to be issued during the period |
Finance Cost on securities |
Securities to be redeemed during the period |
Amount to be received on rate swap |
Amount to be paid under rate swap |
|
| 1 | Amount of the proposed transactions being placed for approval in themeeting of theAuditCommittee/ shareholders. |
5,00,000 | 75,000 | 5,75,000 | 50,000 | 5,50,000 |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the relatedpartyduringthe |
Yes | Yes | Yes | Yes | Yes |
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| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | |
|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | ||
| Transaction: | Securities to be issued during the period |
Finance Cost on securities |
Securities to be redeemed during the period |
Amount to be received on rate swap |
Amount to be paid under rate swap |
|
| current financial year would render the proposed transaction a material RPT? |
||||||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
152.34% | 22.85% | 175.19% | 15.23% | 167.58% |
| 4 | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction) |
949.12% | 142.37% | 1091.49% | 94.91% | 1044.03% |
| 5 | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financialyear,if available. |
2025.37% | 303.81% | 2329.18% | 202.54% | 2227.91% |
Table 3
A(5). Basic details of the proposed transaction
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management | Information provided by the management |
|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 |
| 1 | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Securities to be issued during the period |
Finance Cost on securities |
Securities to be redeemed during the period |
Amount to be received on rate swap |
Amount to be paid under rate swap |
Page 478 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 |
| 2 | Detailsofeachtype of the proposed transaction |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
Group companies strategically issue diverse securities tied to various underlying indices and securities. These are offered to AIFs and other group entities on an arm’s-length basis to ensure transparency. The issuer may offer debentures at a discount depending on market conditions. Redeemable on scheduled due dates, the securities may also be redeemed early upon investor request if suitable. This reflects a prudent approach to related-party transactions in line with industry standards. |
The transaction involves a rate swap entered into between two entities, whereby the parties exchange interest payment obligations— typically converting floating- rate interest exposure into fixed-rate exposure or vice - versa. The swap is undertaken to manage interest rate risk. |
The transaction involves a rate swap entered into between two entities, whereby the parties exchange interest payment obligations—typically converting floating- rate interest exposure into fixed-rate exposure or vice- versa. The swap is undertaken to manage interest rate risk. |
| 3 | Tenure of the proposed transaction(tenure in |
1 Year | 1 Year | 1 Year | 1 Year | 1 Year |
Page 479 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 |
| number of years or monthsto be specified) |
||||||
| 4 | Whether omnibus approval is being sought? |
Yes | Yes | Yes | Yes | Yes |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
5,00,000 | 75,000 | 5,75,000 | 50,000 | 5,50,000 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption flexibility ensures |
The issuance of securities to group entities and AIFs on an arm’s-length basis enhances capital efficiency, diversifies funding sources, and supports treasury management for the listed entity. Market-linked structures allow alignment with prevailing conditions, potentially lowering the cost of capital, while early redemption |
The rate swap is undertaken for group-level rate risk management and cost optimisation of borrowings. The transaction improves predictability of finance costs, reduces earnings volatility, and supports consolidated financial stability. |
The rate swap is undertaken for group- level interest rate risk management and cost optimisation of borrowings. The transaction improves predictability of finance costs, reduces earnings volatility, and supports consolidated financial stability. |
Page 480 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 |
| flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long-term interests of the listed entity and its shareholders. |
flexibility ensures responsiveness to investor needs. Overall, the transaction promotes prudent liquidity management and transparent intra- group financing, serving the long- term interests of the listed entity and its shareholders. |
||||
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. |
|||||
| a. Name of the director /KMP |
N.A. | N.A. | N.A. | N.A. | N.A. | |
| b. Shareholding of the director / KMP, whether direct or |
N.A. | N.A. | N.A. | N.A. | N.A. |
Page 481 of 482
| Sr. | Particulars of the | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | information | 1 | 2 | 3 | 4 | 5 |
| indirect, in the related party |
||||||
| 8 | A copy of the valuation or other external party report,if any, shallbe |
N.A. | N.A. | N.A. | N.A. | N.A. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. |
Registered Office: 36, 37, 38A, 3[rd] Floor, 227 Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021
By order of the Board of Directors For Abans Financial Services Limited (Formerly known as Abans Holdings Limited)
CIN: L74900MH2009PLC231660
Website: www.abansfinserv.com Email: [email protected] Tel: +91 - 022 – 6179 0000
Sd/Bhargavi Halapeti Company Secretary & Compliance Officer Membership No.: ACS 23955
Date: Monday, February 09, 2026 Place: Mumbai
******End*********
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