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ABANS FINANCIAL SERVICES LIMITED — Proxy Solicitation & Information Statement 2026
Apr 14, 2026
59056_rns_2026-04-14_40a925ce-ec44-47c3-91a4-90b4a87758dc.pdf
Proxy Solicitation & Information Statement
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April 14, 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 April 13, 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 Material Related Party Transaction(s) between Abans Finance Private Limited and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 2 | 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 AFSL; |
Ordinary Resolution |
| 3 | 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 AFSL; |
Ordinary Resolution |
| 4 | To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Mr. Abhishek Bansal, Promoter of AFSL. |
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, April 10, 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
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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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.
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, April 16, 2026 at 9:00 a.m. (IST) End of e-voting: Friday, May 15, 2026 at 5:00 p.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, May 15, 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: 2026.04.14 Halapeti 14:07:57 +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, April 16, 2026 at 9:00 a.m. (IST) Friday, May 15, 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, April 10, 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, April 16, 2026 at 9:00 a.m. (IST) and ends on Friday, May 15, 2026 at 5:00 p.m. (IST) .
The Board of Directors of the Company at its meeting held on Monday, April 13, 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 & 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 |
|---|---|---|
| To consider and approve Related Party Transactions - Between Abans Finance Private Limited (“AFPL”), subsidiary of AFSL and related parties of AFSL: |
||
| 1. | Material Related Party Transaction(s) between AFPL and Abans Metals Private Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 2. | Material Related Party Transaction(s) between AFPL and Abans Jewels Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 3. | Material Related Party Transaction(s) between AFPL and Abans Enterprises Limited, Companies part of the Promoter Group of AFSL; |
Ordinary Resolution |
| 4. | Material Related Party Transaction(s) between AFPL and Mr. Abhishek Bansal, Promoter of AFSL; |
Ordinary Resolution |
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SPECIAL BUSINESSES
1. 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
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 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.2,50,000 Lakhs, for loan proposed to be given 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);
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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2. 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
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 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.7,67,500 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, 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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3. 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
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 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. 1,20,000 Lakhs, for loan proposed to be given 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 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.”
4. To consider and approve Material Related Party Transaction(s) between Abans Finance Private Limited and Mr. Abhishek Bansal, Promoter of Abans Financial Services 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
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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 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.1,50,000 Lakhs, for loan proposed to be 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 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.”
Registered Office: 36, 37, 38A, 3[rd] Floor, 227 Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021
CIN: L74900MH2009PLC231660 Website: www.abansfinserv.com Email: [email protected] Tel: +91 - 022 – 6179 0000
By order of the Board of Directors For Abans Financial Services Limited (Formerly known as Abans Holdings Limited)
Sd/Bhargavi Halapeti Company Secretary & Compliance Officer Membership No.: ACS 23955
Date: Monday, April 13, 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, 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, April 10, 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.abansfinserv.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.
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 April 10, 2026.
Once the vote on the resolution is cast, the members shall not be allowed to change it subsequently.
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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, April 10, 2026. The e-voting period commences on Thursday, April 16, 2026 at 9.00 a.m. (IST) and ends on Friday, May 15, 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, April 13, 2026, have appointed Mr. P. N. Parikh (FCS 327, CP No. 1228) or failing him, Ms. Sarvari Shah (FCS 9697, CP No. 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 & 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 & Managing Director or Company Secretary of the Company or by any other person authorized by them not later than two 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
-
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. Members 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 security certificates; 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.
- 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 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.
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e) Pursuant to the SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, a special window has been made available for a period of one year from February 05, 2026 to February 04, 2027, for transfer and demat of physical shares which were sold/ purchased prior to April 01, 2019, and rejected/ returned/ not attended by the Company/ its Registrar and Share Transfer Agent (“RTA”), due to deficiencies in the documents/ process or otherwise.
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f) 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:
-
(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.
-
(b) The e-voting facility will be available during the following voting period:
Commencement of e-voting Thursday, April 16, 2026 at 9:00 a.m. (IST) End of e-voting Friday, May 15, 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, April 10, 2026.
-
(d) Members holding shares either in physical form or dematerialized form, as on the Cut-off Date i.e. Friday, April 10, 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 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 | Login Method |
|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
1. 2. |
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. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither 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. |
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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
-
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 ‘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.
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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 1. Users who have opted for CDSL Easi / Easiest facility, can login through their Shareholders holding existing user id and password. Option will be made available to reach e- securities in demat Voting page without any further authentication. The users to login Easi / mode with CDSL 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.
-
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.
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
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evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
| evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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. |
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.
| 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] 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.
-
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 |
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| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
|
|---|---|
| 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 |
-
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.
-
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.
-
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.
-
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
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.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
-
Now you are ready for e-Voting as the Voting page opens.
-
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.
-
Upon confirmation, the message “Vote cast successfully” will be displayed.
-
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
-
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.
-
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.
-
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]
-
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.
INFORMATION AT A GLANCE:
| Particulars | Notes | Notes | Notes |
|---|---|---|---|
| Cut-off Date to determine those members who are eligible to vote on the resolution |
Friday, April 10, 2026 | ||
| Voting start time and date | 9.00 a.m. (IST) on Thursday, April 16, 2026 | ||
| Voting end time and date | 5.00 p.m. (IST) on Friday, May 15, 2026 | ||
| Date on which the resolution is deemed to be passed |
Last date of voting i.e. Friday, May 15, 2026 | ||
| Name, address and contact details of Registrarand Share Transfer Agent. |
Contact Person:Ms. Deepali Dhuri | ||
| Compliance Officer | |||
| Purva Sharegistry (India) Private Limited | |||
| Unit no. 9, Shiv Shakti Ind. Est., J .R. Boricha Marg, Lower Parel (E), Mumbai 400 011 |
|||
| Email id: | [email protected] | ||
| Contact Number: 022 4134 3255/ 022 4134 3256 | |||
| Name, address and contact details of e- voting service provider |
Contact Person: Mr. Sagar Gudhate | ||
| Officer | |||
| National Securities Depository Limited | |||
| 4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai–400 013 |
|||
| Contact details: [email protected]; | |||
| Contact number-1800 1020 990/ 1800 224 430 | |||
| NSDL e-voting website address | 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 |
|||
| Contact Number: 022 6179 0000 | |||
| Email: | [email protected] |
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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014
The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:
Context for Resolution No(s). 1 to 4:
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;
-
(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). 1 to 4 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.
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For the purpose of calculating the total amount of the proposed RPTs (as provided in resolution(s) 1 to 4) 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 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. 1 to 4.
Except Mr. Abhishek Bansal, 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. 1 to 4 of the accompanying Notice.
The Board of Directors recommends the Ordinary Resolutions set out at Item No. 1 to 4 for approval by the Members.
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Item No. 1: 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.
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 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:
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Part A
Minimum information of the proposed RPT, applicable to all RPTs
*All figures mentioned are in Lakhs
A(1).
| Part A Minimum information of the proposed RPT, applicable to all RPTs *All figures mentioned are in Lakhs A(1). |
Part A Minimum information of the proposed RPT, applicable to all RPTs *All figures mentioned are in Lakhs A(1). |
Part A Minimum information of the proposed RPT, applicable to all RPTs *All figures mentioned are in Lakhs A(1). |
|---|---|---|
| Basic details of the related party(Transactions between Abans Metals Private Limited [AMPL] with Abans Finance Private Limited [AFPL]) | ||
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Name of therelated party | AbansMetalsPrivateLimited |
| 2 | Country of incorporation of the related 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, 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 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 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 shallalso be considered. |
N.A. |
Page 20 of 50
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 financial year. |
Refer Table 1 (This mentions all the transactions undertaken by |
|
| Nature of Transactions | FY 2024-2025 (INR) | Abans Metals Private Limited | |
| - | - | with Abans Financial Services Limited and its subsidiaries) |
|
| 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 up to the quarter immediately preceding the quarter 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 enteredinto withthelisted entity or its subsidiary during thelastfinancialyear. |
No default has been made |
A(4).
- Amount of the proposed transaction(s) [This is the details of the transactions proposed to be undertaken for FY 2026 27]
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. | 2,50,000.00 | |
| 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 | |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
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 the transaction) |
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 financial year, if available. |
185.21% | |
| 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. |
Page 21 of 50
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 proposed to be given during the period. |
| 2 | Details of each type of the proposed transaction | It is a revolving credit loan product. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding at any point in time is expected to remain minimal. A revolving credit facility allows AMPL to draw down funds, repay them, and subsequently re-utilize the available limit over the tenure of the facility. These limits will be governed by the sanction limits approved by AFPL. The transaction amount for which the approval is being sought is stated on an aggregate basis, representing the total amount of loans that may be availed during the year. Loan disbursement process for related parties mirrors that of external entities. The loan is advanced for the working capital needs for AMPL. |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 year |
| 4 | Whether omnibus approval 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 financial year-wise. |
2,50,000.00 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
As per NBFC regulations, the advancement of loans and transacting in securities constitute the primary business activities of an NBFC. AFPL is a Middle Layer NBFC registered with the RBI. Its key object, as per RBI regulations and its AOA, is giving loans, purchase and sale of securities. AFPL regularly undertakes these transactions with both group companies and third parties AFPL has been in existence for more than a decade and regularly extendsloans to group and associate entities of Abans.Allthese |
Page 22 of 50
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| loans have been regularly serviced, with interest paid on a monthly basis. Furthermore, the interest on these loans has been charged on an arm's length basis. |
||
| 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 | Mr. Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related 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 relevantfordecision making. | N.A. |
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. |
Not applicable to NBFCs, since the loan to AMPL is being extended by AFPL, an NBFC. |
| 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. |
Not applicable to NBFCs, since the loan to AMPL is being extended by AFPL, an NBFC. |
| a. Nature of indebtedness | ||
| b. Total cost of borrowing | ||
| c. Tenure | ||
| d. Other details | ||
| 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. |
Not applicable to NBFCs, since the loan to AMPL is being extended by AFPL, an NBFC. |
Page 23 of 50
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| (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 |
||
| 4 | Proposed interest rate to be charged by listed entity or 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 & security coverage 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. |
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 credit enhancement rating (CE rating), if any |
No external credit rating available for the related party at this time. |
| 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 by the related party upon request. |
No default has been made |
| 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 currently subsisting; |
||
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; |
||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; |
||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. |
Page 24 of 50
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. |
||
| FY 2022-2023 | ||
| FY 2023-2024 | ||
| FY 2024-2025 |
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. (All these transactions have happened in the books of AFSL or subsidiaries with Abans Metals Private Limited)
| Nature of Transactions (of AFSL and subsidiaries) | FY 2024-2025 (INR) |
|---|---|
| Sale ofgoods | 86.45 |
| Purchase ofgoods | 23,287.50 |
| Sale of Debt Securities | 8,719.78 |
| Purchase of securities | 8,995.44 |
| Debt securities redeemed duringtheyear | 249.73 |
| Loangiven duringtheperiod | 76,532.10 |
| Interest income | 483.17 |
| Interest expense | 50.18 |
| Brokerage income | 37.94 |
| Rent income | 2.62 |
| Reimbursement of Expense | 0.20 |
Loan from AFPL to AMPL during the period pertain to a revolving credit facility. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding at any point in time is expected to remain minimal. For e.g. During the F.Y. 2024-25, the aggregate amount of loan received by AMPL from AFPL was Rs.765.32 crs, however the maximum outstanding loan at any point of time during the financial year 2024-25 was only Rs.181.32 crs.
Page 25 of 50
Item No. 2: 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.
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 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 26 of 50
Part A
Minimum information of the proposed RPT, applicable to all RPTs
*All figures are in Lakhs
A(1).
| A(1). | A(1). | ||
|---|---|---|---|
| Basic details of the related party | (Transactions between Abans Jewels Limited [ AJL] with Abans Finance Private Limited [AFPL] | ||
Sr. No. |
Particulars of the information |
Information provided by the management |
|
| 1 | Name of therelated party | Abans JewelsLimited | |
| 2 | Country of incorporation of the related 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 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 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 shallalso be considered. |
N.A. |
Page 27 of 50
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 (This mentions all the transactions undertaken by Abans Jewels Limited with Abans Financial Services Limited and its subsidiaries) |
|||
| 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. |
No default has been made | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. No. |
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 financial year would render the proposed 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 financial year |
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 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. |
Page 28 of 50
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.) |
Refer Table 3 |
| 2 | Details of each type of the proposed 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 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-up financial year-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 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 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 therelated partyin relationto the |
N.A. |
Page 29 of 50
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 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/housing finance companies. |
Not applicable to NBFCs, since the loan to AJL is being extended by AFPL, an NBFC. |
| 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. |
Not applicable to NBFCs, since the loan to AJL is being extended by AFPL, an NBFC. |
| a. Nature of indebtedness | ||
| b. Total cost of borrowing | ||
| c. Tenure | ||
| d. Other details | ||
| 3. | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (4) This item of disclosure is not applicable to listed banks/NBFC’s/insurance companies/housing finance companies. (5) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturity profile to the loan/ICD being granted by the listed entity |
Not applicable to NBFCs, since the loan to AJL is being extended by AFPL, an NBFC. |
| 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. |
Page 30 of 50
| Sr. No. | Particulars of the information | Information provided by the management | ||
|---|---|---|---|---|
| 9. | The purpose for which the funds will be utilized by the ultimate beneficiary of | The funds will be utilized by the ultimate beneficiary for | ||
| such funds pursuant to the transaction. | meeting their working capital requirements, including day- | |||
| to-day operational expenses and other short-term business | ||||
| needs arising in the ordinary course 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, | N.A. |
| purchase or supply of goods or services. | ||
| 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 | N.A. |
| such advances are extended as per normal trade practice) , if any, | ||
| proposed to be extended to the related party in relation to the | ||
| transaction, specify the following: | ||
| a. Amount of Trade advance | N.A. | |
| b. Tenure | N.A. | |
| c. Whether same is 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 credit enhancement rating (CE rating), if any |
No external credit rating available for the related partyat this time. |
| 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 by the related party upon request. |
No default has been made. |
| Inaddition, state thefollowing: |
Page 31 of 50
| Sr. No. | Particulars of the information | Information provided by |
|---|---|---|
| the management | ||
| 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 currently subsisting; |
||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. |
||
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | ||
| FY 2022-2023 | ||
| FY 2023-2024 | ||
| FY 2024-2025 |
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.(All these transactions have happened in the books of AFSL or subsidiaries with Abans Jewels Limited)
| Nature of Transactions | FY 2024-2025(INR) |
|---|---|
| Brokerage income & allied activities | 183.89 |
| Interest income | 467.72 |
| Interest received on sale of bonds | 5.11 |
| Investment in debentures | 328.34 |
| Loan Given duringtheperiod | 1,31,251.30 |
| Purchase of commodities | 84,250.26 |
| Purchase of Financial Instruments | 12,504.02 |
| Reimbursement of expense | 0.25 |
| Rent Expense | 37.93 |
| Rent income | 10.46 |
| Sale of Financial Instruments | 8,388.54 |
| Sale ofgoods | 3,587.50 |
Page 32 of 50
Table 2 A(4). Amount of the proposed transaction(s)
Sr. No. |
Particulars of the information |
Information provided by the | Information provided by the | Information provided by the | management | management |
|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | ||
| Transaction: | Securities to be issued during the period |
Loan proposed to be given during the period |
Purchase of securities |
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 | 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 | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
15.23% | 152.34% | 24.37% | 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% | 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 financial year, if available. |
13.96% | 139.57% | 22.33% | 22.33% | 16.05% |
Page 33 of 50
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 | 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 |
Loan proposed to be given during the period |
Purchase of securities |
Sale of securities |
Securities to be redeemed during the period |
| 2 | Detailsofeachtype of theproposed transaction |
Securities issuance and redemption are carried out in accordance with the applicable term sheet for each entity. |
It is a revolving credit loan product. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding at any point in time is expected to remain minimal. A revolving credit facility allows AJL to draw down funds, repay them, and subsequently re-utilize the available limit over the tenure of the facility. These limits will be governed by the sanction limits approved by AFPL. The transaction amount for which the approval is being sought is stated on an aggregate basis, representing the total |
Financial instruments are sold or purchased at market rate plus interest accrued, if any, 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 |
Securities issuance and redemption are carried out in accordance with the applicable term sheet for each entity. |
Page 34 of 50
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | |
| amount of loans that may be availed during the year. Loan disbursement process for related parties mirrors that of external entities. The loan is advanced for the working capital needs for AJL. |
||||||
| 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 |
| 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. |
50,000 | 5,00,000 | 80,000 | 80,000 | 57,500 |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Group companies strategically issue diverse Market Linked Debentures (MLDs) tied to various underlying indices and securities. These are offered to investors on private placement. Redeemable on scheduled due |
As per NBFC regulations, the advancement of loans and transacting in securities constitute the primary business activities of an NBFC. AFPL is a Middle Layer NBFC registered with the RBI. Its key object, as per RBI regulations and its AOA,is givingloans, |
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 |
Group companies strategically issue diverse Market Linked Debentures (MLDs) tied to various underlying indices and securities. These are offered to investors on private placement. Redeemable on scheduled due |
Page 35 of 50
| Sr. | Particulars of the information | Information provided by the management | Information provided by the management | Information provided by the management | ||
|---|---|---|---|---|---|---|
| No. | 1 | 2 | 3 | 4 | 5 | |
| 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. |
purchase and sale of securities. AFPL regularly undertakes these transactions with both group companies and third parties AFPL has been in existence for more than a decade and regularly extends loans to group and associate entities of Abans. All these loans have been regularly serviced, with interest paid on a monthly basis. Furthermore, the interest on these loans has been charged on an arm's length basis. |
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. |
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. |
||
| 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 indirect, in the related party |
N.A. | N.A. | N.A. | N.A. | N.A. |
Page 36 of 50
| 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 | |
| 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. |
| 9 | Other information relevant for decision making. |
N.A. | N.A. | N.A. | N.A. | N.A. |
Item No. 3: 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.
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 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 37 of 50
Part A
Minimum information of the proposed RPT, applicable to all RPTs
*All figures are in Lakhs
A(1).
| A(1). | A(1). | A(1). |
|---|---|---|
| Basic details of the related party (Transactions between Abans Enterprises Limited [ AEL] with Abans Finance Private Limited [AFPL] | ||
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Name of the related party | Abans Enterprises Limited |
| 2 | Country of incorporation of the related party | 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 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 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 38 of 50
A(3). Details of previous transactions with the related party
Sr. |
Particulars of the information |
Particulars of the information |
Particulars of the information |
Information provided | Information provided |
|---|---|---|---|---|---|
| No. | by the management |
||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. |
Refer Table 1 (This mentions all the transactions undertaken by Abans |
|||
| Nature of Transactions | FY 2024-2025 (INR) | Enterprises Limited with Abans Financial | |||
| - | - | Services Limited and its subsidiaries) | |||
| 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 up to the quarter immediately preceding the quarter in which the approval is sought.(The period covered here is from April 2025 to December 2025) |
82,682.00 | |||
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction orarrangement enteredinto withthelisted entity or its subsidiary during thelastfinancialyear. |
No default has been made | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. |
Particulars of the information |
Information provided | |||
| No. | by the management |
||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders. | 1,20,000.00 | |||
| 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 | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
36.56% | |||
| 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) |
913.34% | |||
| 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. |
30.94% | |||
| 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 |
Page 39 of 50
| Sr. | Particulars of the information | Particulars of the information | Particulars of the information | Information provided |
|---|---|---|---|---|
| No. | 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, giving loan, borrowing etc.) |
Loan proposed to be given during the period. | ||
| 2 | Details of each type of the proposed transaction | It is a revolving credit loan product. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding at any point in time is expected to remain minimal. A revolving credit facility allows AEL to draw down funds, repay them, and subsequently re-utilize the available limit over the tenure of the facility. These limits will be governed by the sanction limits approved by AFPL. The transaction amount for which the approval is being sought is stated on an aggregate basis, representing the total amount of loans that may be availed during the year. Loan disbursement process for related parties mirrors that of external entities. The loan is advanced for the working capital needs for AEL. |
||
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 year | ||
| 4 | Whether omnibus approval 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 financial year-wise. |
1,20,000.00 | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
As per NBFC regulations, the advancement of loans and transacting in securities constitute the primary business activities of an NBFC. AFPL is a Middle Layer NBFC registered with the RBI. Its key object, as per RBI regulations and its AOA, is giving loans, purchase and sale of securities. AFPL regularly undertakes these transactions with both group companies and third parties. |
Page 40 of 50
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| AFPL has been in existence for more than a decade and regularly extends loans to group and associate entities of Abans. All these loans have been regularly serviced, with interest paid on a monthly basis. Furthermore, the interest on these loans has been charged on an arm's length basis. |
||
| 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 | Mr. Abhishek Bansal | |
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
74.56% | |
| 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(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 |
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 |
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. |
Not applicable to NBFCs, since the loan to AEL is being extended by AFPL, an NBFC. |
| 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. |
Not applicable to NBFCs, since the loan to AEL is being extended by AFPL, an NBFC |
| a. Nature of indebtedness | ||
| b. Total cost of borrowing | ||
| c. Tenure | ||
| d. Other details | ||
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: |
Not applicable to NBFCs, since the loan to AEL is being extended by AFPL, an NBFC. |
Page 41 of 50
| Sr. No. | Particulars of the information |
Information provided by the management |
|---|---|---|
| (6) This item of disclosure is not applicable to listed banks/NBFC's/insurance companies/housing finance companies. (7) 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 |
||
| 4 | Proposed interest rate to be charged by listed entity or 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 & security coverage 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 arisinginthe ordinary course ofbusiness. |
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 credit enhancement rating (CE rating), if any |
No external credit rating available for the related partyat this time. |
| 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 by the related party upon request. |
No default has been made |
| 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 currently subsisting; |
Page 42 of 50
| Sr. No. | Particulars of the information | Information provided by |
|---|---|---|
| the management | ||
| b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; |
||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; |
||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. |
||
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | ||
| FY 2022-2023 | ||
| FY 2023-2024 | ||
| FY 2024-2025 |
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.(All these transactions have happened in the books of AFSL or subsidiaries with Abans Enterprises Limited)
| Nature of Transactions (of AFSL and subsidiaries) | 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 |
Loan from AFPL to AEL during the period pertain to a revolving credit facility. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding loan at any point in time is expected to remain minimal. For e.g. During F.Y. 2024-25, the aggregate amount of loan received by AEL from AFPL was Rs.786.12 crs, however the maximum outstanding loan at any point of time during the Financial year 2024-25 was only Rs.64.67 crs .
Page 43 of 50
Item No. 4: 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 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 44 of 50
Part A
Minimum information of the proposed RPT, applicable to all RPTs
*All figures are in Lakhs
A(1).
| A(1). | A(1). | A(1). |
|---|---|---|
| Basic details of the related party (Mr. Abhishek Bansal giving loan to Abans Finance Private Limited [AFPL]) | ||
Sr. No. |
Particulars of the information |
Information provided by the management |
| 1 | Name of the related party | Mr. Abhishek Bansal |
| 2 | Country of incorporation of the related party | N.A. |
| 3 | Nature of business of the related party | Mr. Abhishek Bansal is the Chairman and Managing Director of Abans Group. He has been building and supporting new businesses for over a decade and actively participates in the management, operations and growth initiatives. |
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 reporting 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 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. |
0.00% |
Page 45 of 50
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 financial year. |
Refer Table 1 (This mentions all the transactions undertaken by |
|||
| Nature of Transactions | FY 2024-2025 (INR) | Mr. Abhishek Bansal with AFSL and | |||
| - | - | its subsidiaries) | |||
| 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 up to the quarter immediately preceding the quarter in which the approval 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 arrangement entered into with the listed entity or its subsidiary during the last financial year. |
No default has been made | |||
| A(4). Amount of the proposed transaction(s) |
|||||
Sr. No. |
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. | 1,50,000 | |||
| 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 | |||
| 3 | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
45.70% | |||
| 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) |
1141.68% | |||
| 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. |
5366.07% | |||
| 6 | Financial performance of the related party for the immediately preceding financial year: | ||||
| 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 46 of 50
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 receivables by AFPL from Mr. Abhishek Bansal during the period pertain to a revolving credit facility. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding at any point in time is expected to remain minimal. A revolving credit facility allows AFPL to draw down funds as required, repay them, and subsequently re-utilize the available limit over the tenure of the facility. The transactions mentioned below are stated on an aggregate basis, representing the total amount of loans availed during the year, and do not reflect the actual outstanding amount at any given point in time. |
| 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 without disrupting operations. |
| 3 | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
1 Year |
| 4 | Whether omnibus approval 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 financial year-wise. |
1,50,000 |
| 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 protecting and enhancing overall group value. |
| 7 | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly |
Page 47 of 50
| Sr. No. | Particulars of the information | Information provided by the management | Information provided by the management |
|---|---|---|---|
| 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, 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 the Audit Committee. |
N.A. | |
| 9 | Other information relevant for decision making. | N.A. | |
| 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 below points. |
|
| 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 allcosts associated withthe 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 of business. |
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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. |
Not applicable to NBFCs, since the loan to AFPL is being extended by Mr. Abhishek Bansal, and AFPL is an NBFC. |
| a. Before transaction | ||
| b. After transaction | ||
| 2. | Debt Service Coverage 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. |
Not applicable to NBFCs, since the loan to AFPL is being extended by Mr. Abhishek Bansal, and AFPL is an NBFC. |
| a. Before transaction | ||
| b.Aftertransaction |
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.(All these transactions have taken place in the books of AFSL or its subsidiaries with Mr. Abhishek Bansal)
| Nature of Transactions (of AFSL and subsidiaries) | FY 2024-2025 (INR) |
|---|---|
| Rent Expense | 2.76 |
| Reimbursement of Income | 0.37 |
| Guarantee availed for borrowings | 16,487.00 |
| Brokerage income | 2.35 |
| Interest expense | 309.14 |
| Loan received during the period | 84,363.15 |
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Loan receivables by AFPL from Mr. Abhishek Bansal during the period pertain to a revolving credit facility. Approval is sought for the aggregate amount of loans that may be disbursed during the year; however, the maximum outstanding loan at any point in time is expected to remain minimal. For e.g. During FY 2024-25, the aggregate amount of loan received by AFPL from Mr. Abhishek Bansal was Rs.843.58 crs, however the maximum outstanding loan at any during the year was only Rs.81.04 crs.
Registered Office: 36, 37, 38A, 3[rd] Floor, 227 Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021
CIN: L74900MH2009PLC231660 Website: www.abansfinserv.com Email: [email protected] Tel: +91 - 022 – 6179 0000
By order of the Board of Directors For Abans Financial Services Limited (Formerly known as Abans Holdings Limited) Sd/Bhargavi Halapeti Company Secretary & Compliance Officer Membership No.: ACS 23955
Date: Monday, April 13, 2026 Place: Mumbai
******End*********
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