Abhishek Integrations Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors have pleasure in presenting 9^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS		(Rs. In Lakhs)
Particulars	2025-26	2026-25
Revenue fromOperatior	2,826.63	2,635.83
Other'' income	5.56	16.76
Total Income	2,830.19	2,652.57
Total Expenses	2,722.96	2,518.89
Profit Before Tax	107.25	133.69
Less: Current Tax	25.80	26.05
Deferred Tax	1.20	5.07
Profit for the Year	80.26	102.56

FINANCIAL PERFORMANCE

For the financial Year 2025-26, your Company recorded Total Income of Rs. 2,830.19 lakhs as against Rs. 2652.57 lakhs in the previous year and thereby recording the increase in the net Income by 6.70% over previous year. Further for the Financial Year 2025-26, the company achieved Net Profit of Rs. 80.26 lakhs as compared to Rs. 102.56 lakhs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of Business during the financial year.

DIVIDEND

Considering the future prospects and business planning, the Board has decided to retain the profit in the Company; hence, the board has not recommended any dividend for the financial year 2025-26.

BONUS ISSUE OF SHARES:

The Board has recommended the fully paid-up issue of Bonus Shares in the ratio of: 1:1 (One Bonus Equity Share(s) for every One existing Equity Share(s) held by the members) subject to approval of the members in the ensuing Annual General Meeting.

TRANSFER TO SPECIAL RESERVE

Your directors do not propose transfer of any amount to any special Reserve Account.

CHANGES IN SHARE CAPITAL AuthorizedShareCapital

The present Authorised Capital of the Company is Rs. 13,00,00,000/- divided into 1,30,00,000 Equity Shares of Rs. 10/- each. There was no change in Authorised Share Capital of the Company during the year^-.

Issued, Subscribed & Paid-up Capital

The present Issued, subscribed and Paid-up Capital of the Company is Rs. 6,33,80,700/- divided into 63,38,070 Equity Shares of Rs. 10/- each.

After tee close re of tha fiaayeial ye ar.tha y ompany ea s allotted3,ie .5a0 (Theee Lakh Sixteen Thousand Five Hundred) Equity Shares of f10/- each on a preferential basis to eligible allottee, in accordance with the provisions of the Companies Act, 2013 and the applicable rules made thereunder. The issued, subscribed and paid-up share capital of the Company stands increased accordingly.

The entire Paid-up Equity Capital of the Company is listed at National Stock Exchange of India Limited (NSE).

The Company has not issued any shares with differential rights, sweat equity shares, equity shares underEmplyyee s Ofo ckOrh onSche me hu ringtheyear.

LISTING FEES

The Annual Listing Fees for the Financial Year 2026-27 have been paid to National Stock Exchange cf IndiaLimifad(NSE)wherothcChmyeny''a Hians realisted.

FINANCE

During teeyeaoaeder eev iewtCciCnmaanya nailed credie fact tioe frnm lhe hankers as per the businessrequircmtnls.YourChmpoas hesbeuo angular in paving iatarest hadienerayment of the principa Icrronntot tertcr mlaeders.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

Tie Ucmpanutee scothaver nySubciPiatyir omf Vents restrAin ucicleeompany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursunr ttonoeedw lo VofSELI (LIu ting Obliga^oas andDiseloyeoeRcynieemuotc( Reg utatio ns, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure-A”.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defmedundertehprovisiereofSchtion2te6)etticComurniesAct,001U. 0weinethe fieancial year under reviewwern inordin aryce urseoftiusiness an donaearm’slength brs is.further, none of these contracts / arrangements / transactions with related parties could be considered material in

natureaspe rth ethreshol dsnin ^nin R ole15S3)of fhe Companies(Mee tin gsofBoardaaS ifsPowers) Rules, 2014an0 neens oia Sa^cRieu^^ise oequireg to be t|a/^iein this oegand. Onr the purpose of compliance AOC-2 is attached as "Annexure-B”

PARTICULARS OF EMPLOYEES

In termsn ftReerovisiogs ofets^^t, on1*^''^l)lS) rtf heAetogadwithR ules a(0t;nnd3 (3t gftheaomganies (Afforntment no dRhmeeersti sneCla^g^^aerirl Rnujo^nel) Roles, tatg.s ttatsmne (stowing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forming part of this Report as Annexure-C.

Di^csen^^er;i''ctlne ns te cumenemtinn sndoterr a atgilsae oeunipe dunderSentionl 90(1 A)of the Act readwithRe le5 0) ofths Campaniaa^poeintmont cndRamunsretioa et M ae^^^i^iel Personnel) Rules ,201 toom apt rt ofthisRetort.

Havmg peaeodtttna soovisiass o(thesuoaeS provisotoSeotioolSSOt gftha AcC and oRatt''sed, the Annual Rasorfexcoudi oo ta^^''^t^^o ^^is maoism et ionne ^nrt^ ntm t to tOemn mSecs ofthe Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer.

SECRETARIAL STANDARDS

Tte Direttoes ats teat ataeplics Ole RrcratorintSton0ami ohavotceen Salyfol low edOy^ Company ouring the gaer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future during the year.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are nst madeand maintainoObyfhhhomuany.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors:

Your Company’s Board comprises of the following directors: -
	Sr.No	DIN/PAN	Name of Directors	Designation	Category	Date of Appointment
	t	21177326	Jyoti Sanjay Dubey	Whole-time director	arsmofer	10/1102210

2	02218614	Sanjay Narbada Dubey	Managing Director	Promoter	10/11//217
3	07916027	Narbada Bhujavan Dwivedi	Non-Executive Director	Promoter	10/11//217
4	09116659	Rima Amitbhai Dalai	Director	Independent	22/03/2021
5	09116868	Sanjay Dayalji Kukadia	Director	Independent	22/03/2021

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2025-26. None of the Directors is disqualified as on 31^st March, 2026 from being appointed as a Director under Section 164 of the Act.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Jyoti Sanjay Dubey (DIN 07177326), Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and Secretarial Standards-ll issued by ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice convening the 9th annual general meeting.

Key Managerial Personnel

Followings are the Key Managerial Personnels of the Company appointed in accordance with Section 203 of the Companies Act, 2013.

Sr. No	Name of KMP	Designation
1	Jyot iSnnja DDubey	Whole-time director
2	Sanjay NrrbddaDubey	MdnagmgDirectrr
3	Ravindra Matvrrningh Rawat	CFO
4	DeepikaCduudnn	Company Secretary (w.e.f. 13th February, 2026)
5	ArihantGadiva	Company Secretary (upto 22nd November, 2025)

During the year Mr. Arihant Gadiya Resigned as Company Secretary and Compliance Officer of the Company w.e.f. 22^nd November, 2025 and Ms. Deepika Chauhan appointed as Company Secretary and Compliance Officer of the Company w.e.f. 13^th February, 2026.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairperson, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DISCLOSURE FROM INDEPENDENT DIRECTORS

In terms of Section 149 of Companies Act, 2013 and the SEBI Listing Regulations, Mr. Sanjay Dayalji Kukadia and Ms. Rima Amitbhai Dalai are the Independent Directors of the Company as on date of this report.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 202526. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees oftheBoardfocuson certain specific areasand make informed decisions in line with thedefegatr dautCority.

The fcllowiegCammitteeseecsfitnPed by theBoardfcecfioc nccorC ihf t otdeio cespeedi seroles and nefiaenscooe:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Vigil Mechanism Committee

During theyearunder review.allrecommendations Uiev^amDus committees have been

acceptedbytheBoard.

AUDIT COMMITTEE

Thn Audin Be^mi^^ne of DirertorO ncen c^r^^^inuUedanrseatit to tlic;|^ido^isn^n^nf£^eetion 177 of the CompaniesAct,2013(''‘theAct”).TheCompositionofthe Audit Committee isin conformity with the uoevisionsofth csu dt^^etimi.

Thn scopenu dferme ofretereneehf fheA ueeeDio^m iNes hssn Oeenfrnmcdmacrordhnhe with the Act.

Composition of Audit Committee:_

NameofMembess	Designation	Membership inCommittee
Mr. Sanjay Dayalji Kukadia	InUnunnfiennDircclor	Uhaorman
Mc. RimaAmitWOaiDalal	InUnu^t^f^^rfnflircf^lor	Mnmhno
Mo. SOnjay NorOuO aDubey	MenegingDircclo r	Mnmhno

There was no change in the composition of the Audit Committee during the financial year 2025-26. Rncommeueaenc eofAuditCemmiffor,wnerovrrnwheneverg iven, hrsn Oeeuaccty fvh betlue Board of Directors.

VIGIL MECHANISM COMMITTEE

Vigil Mechanism Committee constituted in terms of Sub-Section 9 of Section 177 of the Companies Act, 2013 for the directors and employees of the Company to report their genuine concerns or grinvanncs.

Compositionof Vigil MechanismCommittee:_

NameofMembess	Designation	Membership mCsmmittee
Mr. Sanjay Dayalji Kukadia	InUnunnfiennDircclor	Chairman
Mc. RimaAmitWaaiDalal	InUnunnfiennDircclor	Mnmhno
Mo. SOnjan NorOuO aDubey	Managing Director (Executive)	Mnmhno
There was no change in the composition of the Audit Committee during the financial year 2025-26.

VigilMechanismWfhistleBlowerPolicy

Thn CompnnyOan establishe t a vigitmecaamum end ngcorOianfyf rameda WWis Ue Blower Policy. Thn polinynnanieht heumplnyeeote see ovf m themsna gemncfi eo tunevso fsriOthical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. The Policy is available on website of Company at https://www.abhishekintegrations.com/wp-

content/uploads/2023/01/Whistle-Blower-Policy.pdf there were no cases reported during the period.

NOMINATION AND REMUNERATION COMMITTEE:

Thn Neminationnu dRemunereti onCemarif teo oOOinoctdrsns arnst hn ted beOheB aardoeDirectors et fhnCompenyi neccuOnen cr>w i^VitO^^re^rtrir^lalertn^cf en ctio nt Ohofthe Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulatedthe policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Mrnrgeria lOereonn alandotherampleyees.

Compositionof Nomiaationond^eno^iea^i^^iortm^eitT^i^^i
Name of Members	Designation	Membership inCemmitnn
Mr. Sanjay Dayalji Kukadia	Indehant:lentDiapctt	Chairman
Mn. RimaAmithaaiDal	IndeharlaentDiapctt	Member
Mr. Narbada Bhujavan Dwivedi	Non-Executive NonIndependent Director	Member
There was no change in the composition of the Audit Committee during the financial year 2025-26.

NominationandRemuneratio nPolicy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance nelture, it ruablentheCrhunpnftoattrrct raotiaetrd ana retemedmanpnwerincomeftitive market, and toharmonia etOaaspirelin esoeCumanreseq ue^^ nons iatth twi Ufthiug^^ttseHhejCctmoany. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personee t. hOn polica or uaea^me m thn website of the Company at

https://www.abhishekintegrations.com/wp-content/uploads/2023/01/Nomination-Remuneration-Pelicy.pSf

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee:
Name of Members	Designation	Membership inCemmittn
Mr. Narbada Bhujavan Dwivedi	Non-Executive NonIndependent Director	Chairman
Mr. Sanaa, NhtUaraDulC	Managing Director (Executive)	Member
Mrn. Jyot iSnacaU^i^^	Whole-time Director	Member

RISK MANAGEMENT POLICY:

The Company hnsaRiskMagecement Ppliay, which etriodicallaqnhenh thetUraathannonportunities that wil t ictapetteeoajectiq tne set thatee Compana ahawThle.Tne riut^^^i^de^iaheOtte g^i^ovide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Ris kMagacement Po Ure, therelhuhnfparameteon fogpgstnarienfa emircy ment, safety of oaeratiensntdaentt e ot eeopat atwerk cremenitoredregularly.

CORPORATE GOVERNANCE REPORT:

The Company being SME Listed is not required to disclose corporate governance report for the financial year 2025-26 as a part of Annual report, pursuant to the provisions of Regulation 15 of SEBI (Listingobligationsand disclosurerequirements),2015.

AUDITORS & AUDITORS’ REPORT StatutoiyAuditor:

In accoadeds e witS^^^^ionKg^ ofUomesc itsAct,2 0t3deadwitSCSuCsmpaAias(Ara itand Auditors) Rules, 2014, at the 4^th Annual General Meeting held on 31^st May, 2021, the Members approved appoiedmengogM/s .Gdtteni & Associstes,Chsrta rtdAaeoedt ants( SRN:1030 97W)taholdoftiue from the conclusion of the 4^th Annual General Meeting until the conclusion of the 9^th Annual General Msstieg on acc 0 rumsoeoati scus goto be Ox ed gytha t^isor^^uar^U^o^aoi^mmd uosemont of out of pocket expenses as may be incurred by them for the purpose of audit. The term of Statutory Auditor sxpiresd tts eenseigt AangalGengralMegting.

The Company has not received the consent letter from the existing auditor for re-appointment as the Sdatutoxy Aadito rofts sCumexny.

The Board Therefore has proposed the appointment of M/s. Nilesh K. Agarwal & Co., Chartered Accountants (Firm Regn. No.: 124884W) to hold office as such from the conclusion of 9^th Annual General Meeting of the Company till conclusion of 15^th Annual General Meeting of the Company to be held in the financial year 2031-32.

The Auditors’Aud it Reportdoes not containany qualifications, reservations .adverse remarks or dicctaimers.

Tds AuditocsofthsCumAx hahae) ustresa rteX onafsc cP do sa aeifiegsntlerSection14d(1 2) of the Cornpameg Act,RS13.

Secretarial Auditors

Parsuedt gdtt Poo^{^}SAisio ns ot Stcgio n s Stop fhA ComRSi ies As^R^S and the Companies (Appomtmeng eadqumunsration M Asnaoeriql Se^^ogt^^O Rutsc, 201S|tup AxmpanpSasappointed M/s. Hardik Jetani & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-D forming part si ddis spoort.

The Secretarial Auditors’ Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

Pursuan ttoth eprovinio ns of Section148of theConr^f^j^nieisA^c^t.a^C^I 3andtreCom panies(Accounts) Rules, 2014, the Company has appointed M/s. Nilesh K. Agrawal & Co., Chartered Accountants to undertake the Internal Audit of the Company for the FY 2025-26.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, there were 12 (Twelve) Board Meetings held dated May 14, 2025, May 30, 2025, May 31, 2025, September 2, 2025, September 11, 2025, September 30, 2025, November 06,

2025, November 22, 2025, December 20, 2025 December 27, 2025 January 17, 2026 and February 13,

2026, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minute’s book kept by the Company for the purpose. The prescribed qsnrsmwaspresestf or atl theMeetings.

The intervening pap befween twobeard meetiogs wcnwifhin tPe period crescribed under the Companies Act, 2013 and the Secretarial Standard-1. The prescribed quorum was presented for all the Meetings.

MEETINGS OF THE MEMBERS

The Last i.e. the 8^th Annual General Meeting of the Company for the financial year 2024-25 was held on September 26, 2025.

Therewasn oEtrtra OrdinaryaeoerhlMen tinghelddurie gtOeyear rndeereview.

PARTICULARS OF LOANS AND INVESTMENT

Therebapren olconn.goarent npsrrievestmentvm ats byeounCumer ngunnrr tCo provisions of SecCion186o fthrCemocniea A ct,C0 13deni ngtPe periodenderreview.

WEB LINK OF ANNUAL RETURN

The detailstprncinp pant nfAnn ualRetor pqu red sinde unPeeSectisna 2nfthe Vo mpames Act, 2013 will be made available at the website of the Company at www.abhishekintegrations.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review your company has taken reasonable measures to provide safe working environment for all female workers.

Your directors further state that during the year under review, the Company has not received any complaintsofworkplace complaints.including complaints on sexualharassment during the year under review.

DEPOSITS

Thu CompansOnansl cuceuteddnudepnsils from publicduhnd thepeueunder review.acd as such, ao amoun to Cpciscip el oeinterectunnepoeitaCaom fct Oa tuca oulstand inu esoo thu date of the bolcace nuuet.

Thu necleralicnnhrveUceu receiseo frnm term than te^scih^ttco husndtucoa gisoaent of funds cpquiredbytUamdrwan ofeorrswingopucccdtingloanscnSeoenitsfrumothers.

MATERIAL CHANGES AND COMMITMENTS

No n^^^^i^iirli^ltdun ocmdaommitm onus ^tl^^i^inctlC^^i coneiot oosrti onanoadCcmpasy occurred Oufwuuc the an dof thefiacncial e eo r tow etch i^d^ic^oianciulstatement rctstnsanU oSedste of this report.

INTERNAL FINANCIAL CONTROLS

Thu laturna lFiodncialConlrols w ithrelcpu to e toRsa neialntatemn n^^ dcrne oignad aoaimutemented by tnuCompadyeronrequrt e.Duri nhu duyearre emfc icw.oema tor^^li^|in ooiounobseron tion has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such coatrols .

The internal audit is carried out by the Internal Auditors of the Company for the Financial Year 202526 under review. The periodical audit reports, including significant audit observations and corrective ochoas therecnlarc eo tntCnCaairros uottne Acoitnommittee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Thu Cnmoady is m^tcu^s^ae unoer olasa ot ^omncoiesn a eue dliedu2den Section 135 of the ComconiesAct,2013; Ccuse, 1^11^ seqairemunl perl arning toffR Cu mrn ittee and CSR is not rccScaO)leltine coampaneecri e; tduyearmderrfview.

DIRECTORS’ RESPONSIBILITY STATEMENT

Parsuce to sSeoti onK^^C^J^^s t^u toaComn aniesActi201OtheBearP of nir^^l coscMd e Company confirms that-

a. In the preparation of the annual accounts for the year, the applicable accounting standards read with requirements setoutunderSchedule llltotheAct.havebeenfollowedandthere are no materia l henarturesfre sec haerme.

b. The Directors have selected such accounting policies and applied them consistently and made judgmentseo destimrt eethntarereesoe aVfeaudprueent eoae togic eetrueaee fa ir view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the yearended eninaftiate.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting tecordsinaceordaece sri the heprovieion soh Ots At tfersafegag rhingtheae seCs of tPaCompany ned ferprGcentig nanddetsatieatro naaedet haeircagulsrities.

d. The Directors have prepared the annual accounts on a ''going concern'' basis.

e. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account in the Company during the eaar.

GENERAL INFORMATION

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• During the Financial year under review, there were no one time settlement of Loans taken nfemBankseo d Recnc ialinutifutions.

ACKNOWLEDGMENT

Your directors would like to express their sincere appreciation for the assistance and co-operation received teemm ebasks.Goverem eulauthesi tius,cectomevo,ve tors, as emd srame otakeholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

---

Mar 31, 2025

Your directors have pleasure in presenting 8^th Annual Report on the Business and Operations of the
Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS (Rs. In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	2,635.83	2544.76
Other Income	16.74	17.00
Total Income	2,652.57	2561.76
Total Expenses	2,518.89	2460.64
Profit Before Tax	133.68	101.13
Less: Current Tax	31.12	24.21
Deferred Tax	0	0
Profit for the Year	102.56	76.92

FINANCIAL PERFORMANCE

For the financial Year 2024-25, your Company recorded Total Income of Rs. 2,652.57 lakhs as against
Rs. 2561.76 lakhs in the previous year and thereby recording the increase in the net Income by 3.54%
over previous year. Further for the Financial Year 2024-25, the company achieved Net Profit of Rs.
102.56 lakhs as compared to Rs. 76.92 lakhs in the previous financial year. Accordingly, net profit
increased by 33.33% over previous year net profit.

CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of Business during the financial year.

DIVIDEND

Considering the future prospects and business planning, the Board has decided to retain the profit
in the Company; hence, the board has not recommended any dividend for the financial year 2024-25.

TRANSFER TO RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net
profit are carried to Reserve & Surplus account of the Company.

CHANGES IN SHARE CAPITAL
Authorized Share Capital

The present Authorised Capital of the Company is Rs. 13,00,00,000/- divided into 1,30,00,000 Equity
Shares of Rs. 10/- each.

The Authorised Share Capital of the Company have been Increase from Rs. 6,03,00,000 (Rupees six
Crore three Lakh Only) consisting of 60,30,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to
Rs. 13,00,00,000 (Rupees Thirteen Crore Only) consisting of 1,30,00,000 Equity Shares of Rs. 10/-
(Rupees one crore thirty lakh Only) during the year.

Issued, Subscribed & Paid-up Capital

The present Issued, subscribed and Paid-up Capital of the Company is Rs. 6,02,15,700/- divided into
60,21,570 Equity Shares of Rs. 10/- each.

The entire Paid-up Equity Capital of the Company is listed at National Stock Exchange of India Limited
(NSE).

The Company has not issued any shares with differential rights, sweat equity shares, equity shares
under Employees Stock Option Scheme during the year.

LISTING FEES

The Annual Listing Fees for the Financial Year 2025-26 have been paid to National Stock Exchange
of India Limited (NSE) where the Company''s Shares are listed.

FINANCE

During the year under review the Company availed credit facilities from the Bankers as per the
business requirements. Your Company has been regular in paying interest and in repayment of the
principal amount of the term lenders.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT
VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis report is annexed hereto and marked as “Annexure-A”.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party (ies) as
defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year
under review were in ordinary course of business and on an arm''s length basis. Further, none of
these contracts / arrangements / transactions with related parties could be considered material in
nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers)
Rules, 2014 and hence no disclosure is required to be given in this regard. For the purpose of
compliance AOC-2 is attached as “Annexure-B”

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the
names of the top ten employees in terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the limits set out in the said rules forms part
of this Report as Annexure-C.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the Company.
Any Member interested in obtaining a copy of the same may write to the Company Secretary &
Compliance Officer.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed by the Company
during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future during the year.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under
sub-section (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are
not made and maintained by the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors:

Your Company''s Board comprises of the following directors: -

Sr. No	DIN/PAN	Name of Directors	Designation	Category	Date of Appointment
1	07177326	Jyoti Sanjay Dubey	Whole-time director	Promoter	10/11/2017
2	02218614	Sanjay Narbada Dubey	Managing Director	Promoter	10/11/2017
3	07916027	Narbada Bhujavan Dwivedi	Non-Executive Director	Promoter	10/11/2017

4	09116659	Rima Amitbhai Dalal	Director	Independent	22/03/2021
5	09116868	Sanjay Dayalji Kukadia	Director	Independent	22/03/2021

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. There is no change in the composition of the
Board of Directors during the financial year 2024-25. None of the Directors is disqualified as on 31st
March, 2025 from being appointed as a Director under Section 164 of the Act.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies
Act, 2013, Mr. Sanjay Narbada Dubey (DIN 02218614), Director of the Company retires by rotation at
the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as
such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-II issued by
ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice
convening the 8th annual general meeting.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company appointed in accordance with Section
203 of the Companies Act, 2013.

Sr. No	Name of KMP	Designation	Date of Appointment
1	Jyoti Sanjay Dubey	Whole-time director	10/11/2017
2	Sanjay Narbada Dubey	Managing Director	10/11/2017
3	Ravindra Matvarsingh Rawat	CFO	01/03/2021
4	Arihant Gadiya	Company Secretary	01/06/2024

During the year Mr. Arihant Gadiya appointed as Company Secretary and Compliance Officer of the
Company w.e.f. June 01, 2024.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the
following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the
directors, on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual

director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non¬
independent directors, performance of the board as a whole and performance of the chairperson,
taking into account the views of executive directors and non-executive directors. Performance
evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

DISCLOSURE FROM INDEPENDENT DIRECTORS

In terms of Section 149 of Companies Act, 2013 and the SEBI Listing Regulations, Mr. Sanjay Dayalji
Kukadia and Ms. Rima Amitbhai Dalal are the Independent Directors of the Company as on date of
this report.

The Company has received a declaration from the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet
criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023¬
24 The Board of Directors of the Company has taken on record the said declarations and confirmation
as submitted by the Independent Directors after undertaking due assessment of the veracity of the
same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are
independent of the Management. All the Independent Directors have confirmed that they are in
compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and
defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Vigil Mechanism Committee

During the year under review, all recommendations made by the various committees have been
accepted by the Board.

AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013 (“the Act”). The Composition of the Audit Committee is in conformity with the
provisions of the said section.

The scope and terms of reference of the Audit Committee have been framed in accordance with the
Act.

ComDosition of Audit Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	Managing Director	Member

There was no change in the composition of the Audit Committee during the financial year 2024-25.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board
of Directors

VIGIL MECHANISM COMMITTEE

Vigil Mechanism Committee constituted in terms of Sub-Section 9 of Section 177 of the Companies
Act, 2013 for the directors and employees of the Company to report their genuine concerns or
grievances.

Composition of Vigil Mechanism Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member

There was no change in the composition of the Audit Committee during the financial year 2024-25.
Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of Company''s Code of Conduct. The Policy is available on
website of Company at http://abhishekintegrations.com/wp-content/uploads/2024/01/Whistle-
Blower-Policy.pdf there were no cases reported during the last period

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors
of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies
Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.

Composition of Nomination and Remuneration Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Narbada Bhujavan Dwivedi	Non-Executive Non¬ Independent Director	Member

There was no change in the composition of the Audit Committee during the financial year 2024-25.
Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance
culture. It enables the Company to attract motivated and retained manpower in competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The
Company pays remuneration by way of salary to its Executive Directors and Key Managerial
Personnel. The policy is available on the website of the Company at
http://abhishekintegrations.com/wp-content/uploads/2024/01/Nomination-Remuneration-
Policy.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act,
2013.

Comoosition of Stakeholders Relationshio Committee:

Name of Members	Designation	Membership in Committee
Mr. Narbada Bhujavan Dwivedi	Non-Executive Non¬ Independent Director	Chairman
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member
Mrs. Jyoti Sanjay Dubey	Whole-time Director	Member

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy, which periodically assess the threats and opportunities
that will impact the objectives set for the Company as a whole. The Policy is designed to provide the
categorization of risk into threat and its cause, impact, treatment and control measures. As part of
the Risk Management Policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly.

CORPORATE GOVERNANCE REPORT:

The Company being SME Listed is not required to disclose corporate governance report for the
financial year 2024-25 as a part of Annual report, pursuant to the provisions of Regulation 15 of SEBI
(Listing obligations and disclosure requirements), 2015.

AUDITORS & AUDITORS'' REPORT
Statutory Auditor:

In accordance with Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, at the 4^th Annual General Meeting held on 31^st May, 2021, the Members approved
appointment of M/s. Gattani & Associates, Chartered Accountants (FRN: 103097W) to hold office from
the conclusion of the 4^th Annual General Meeting until the conclusion of the 10^th Annual General
Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of
pocket expenses as may be incurred by them for the purpose of audit.

The Auditors'' Audit Report does not contain any qualifications, reservations, adverse remarks or
disclaimers.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. Hardik Jetani & Associates, Practicing Company Secretary to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-D forming part
of this report.

The Secretarial Auditors'' Audit Report does not contain any qualifications, reservations, adverse
remarks or disclaimers.

Internal Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Company has appointed M/s. Nilesh K. Agrawal & Co., Chartered Accountants to
undertake the Internal Audit of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, there were 8 (Eight) Board Meetings held dated May 08, 2024, June 06,
2024, June 28, 2024, July 23, 2024, October 23, 2024, October 28, 2024, December 17, 2024, and March
01, 2025 in respect of which proper notices were given and the proceedings were properly recorded,
signed and maintained in the minute''s book kept by the Company for the purpose. The prescribed
quorum was present for all the Meetings.

The intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013 and the Secretarial Standard-I. The prescribed quorum was presented for all
the Meetings.

MEETINGS OF THE MEMBERS

The Last i.e. the 7th Annual General Meeting of the Company for the financial year 2023-2024 was
held on September 27, 2024.

There was no Extra Ordinary General Meeting held during the year under review.

PARTICULARS OF LOANS AND INVESTMENT

There were no loans, guarantees or investments made by your Company under the provisions of
Section 186 of the Companies Act, 2013 during the period under review.

WEB LINK OF ANNUAL RETURN

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013
will be made available at the website of the Company at www.abhishekintegrations.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding
this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No
technology has been imported as the company does not carry on any manufacturing activity.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees.
During the year under review your company has taken reasonable measures to provide safe working
environment for all female workers.

Your Directors further state that during the year under review, the Company has not received any
complaints of work place complaints, including complaints on sexual harassment during the year
under review.

DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such,
no amount of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.

The declarations have been received from them that the said loan has not been given out of funds
acquired by them by way of borrowing or accepting loans or deposits from others.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of this
report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to Financial Statements as designed and implemented
by the Company are adequate. During the year under review, no material or serious observation has
been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such
controls.

The internal audit is carried out by M/s. Nilesh K. Agrawal & Co., Chartered Accountants, Internal
Auditors of the Company for the Financial Year 2024-25 under review. The periodical audit reports,
including significant audit observations and corrective actions there-on, are presented to the
Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered under class of Companies as specified under Section 135 of the
Companies Act, 2013; hence, reporting requirement pertaining to CSR Committee and CSR is not
applicable to our Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company
confirms that-

a. In the preparation of the annual accounts for the year, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same.

b. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the
year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a ''going concern'' basis.

e. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such system are adequate and operating effectively.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account in the Company
during the year.

GENERAL INFORMATION

• There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

• During the Financial year under review, there were no one time settlement of Loans taken
from Banks and Financial institutions.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the banks, Government authorities, customers, vendors, members and stakeholders
during the year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board
ABHISHEK INTEGRATIONS LIMITED

Dated: 02/09/2025

Place: Ahmedabad Sd/-

SANJAY NARBADA DUBEY
Chairman & Managing Director
DIN: 02218614

---

Mar 31, 2024

Your Directors have pleasure in presenting 7^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS (Rs. In Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	2544.76	2255.18
Other Income	17.00	6.87
Total Income	2561.76	2262.05
Total Expenses	2460.62	2171.17
Profit Before Tax	101.13	90.88
Less: Current Tax	24.00	22.22
Deferred Tax	-0.03	1.41
Profit for the Year	76.92	67.25

FINANCIAL PERFORMANCE

For the financial Year 2023-24, your Company recorded net Income of Rs. 2561.76 lakhs as against Rs. 2262.05 lakhs in the previous year and thereby recording the increase in the net Income by 12.84% over previous year. Further for the Financial Year 2023-24, the company achieved Net Profit of Rs. 76.92 lakhs as compared to Rs. 67.25 lakhs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of Business during the financial year 2023-24. DIVIDEND

Considering the future prospects and business planning, the Board has decided to retain the profit in the Company; hence, the board has not recommended any dividend for the financial year 202324.

TRANSFER TO RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to Reserve & Surplus account of the Company.

CHANGES IN SHARE CAPITAL Authorized Share Capital

The present Authorised Capital of the Company is Rs. 6,03,00,000/- divided into 60,30,000 Equity Shares of Rs. 10/- each.

The Authorised Share Capital of the Company have been Increase from Rs. 3,50,00,000 (Rupees Three Crore Fifty Lakh Only) consisting of 35,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 6,03,00,000 (Rupees Six Crore Three Lakhs Only) consisting of 60,30,000 Equity Shares of Rs. 10/- (Rupees Ten Only) during the year.

Issued, Subscribed & Paid-up Capital

The present Issued, subscribed and Paid-up Capital of the Company is Rs. 6,02,15,700/- divided into 60,21,570 Equity Shares of Rs. 10/- each.

During the year, Company has issued and allotted 30,10,785 Equity Shares through Bonus issue of shares in the ratio of 1:1 i.e. one bonus equity shares of Rupees 10/- each for every one fully paid up equity shares of Rupees 10/- each held as on the record date i.e. July 19, 2023.

The entire Paid-up Equity Capital of the Company is listed at National Stock Exchange of India Limited (NSE).

The Company has not issued any shares with differential rights, sweat equity shares, equity shares under Employees Stock Option Scheme during the year.

LISTING FEES

The Annual Listing Fees for the Financial Year 2024-25 have been paid to National Stock Exchange of India Limited (NSE) where the Company''s Shares are listed.

FINANCE

During the year under review the Company availed credit facilities from the Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as “Annexure-A”.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. For the purpose of compliance AOC-2 is attached as “Annexure-B”

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report as Annexure-C.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed by the Company during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future during the year.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2023-24. None of the Directors is disqualified as on 31st March, 2024 from being appointed as a Director under Section 164 of the Act.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Narbada Bhujavan Dwivedi (DIN 07916027), Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for reappointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-II issued by ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice convening the fourth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has already appointed Mr. Sanjay Narbada Dubey as Chairman and Managing Director of the Company, Mrs. Jyoti Sanjay Dubey as Whole-Time Director, Mr. Ravindra Matvarsingh Rawat as Chief Financial Officer and Ms. Hetal Karshanbhai Vaghela as Company Secretary and Compliance Officer of the Company. Further, there was no change in the Key Managerial Personnel of the Company during the financial year 2023-24.

However, Ms. Hetal Karshanbhai Vaghela has resigned as Company Secretary and Compliance Officer of the Company w.e.f. May 31, 2024 and Mr. Arihant Gadiya appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2024.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairperson, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DISCLOSURE FROM INDEPENDENT DIRECTORS

In terms of Section 149 of Companies Act, 2013 and the SEBI Listing Regulations, Mr. Sanjay Dayalji Kukadia and Ms. Rima Amitbhai Dalal are the Independent Directors of the Company as on date of this report.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 202324 The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Vigil Mechanism Committee

During the year under review, all recommendations made by the various committees have been accepted by the Board.

AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (“the Act”). The Composition of the Audit Committee is in conformity with the provisions of the said section.

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

Composition of Audit Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	Non-Executive NonIndependent Director	Member

There was no change in the composition of the Audit Committee during the financial year 2023-24. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors

VIGIL MECHANISM COMMITTEE

Vigil Mechanism Committee constituted in terms of Sub-Section 9 of Section 177 of the Companies Act, 2013 for the directors and employees of the Company to report their genuine concerns or grievances.

ComDosition of Viail Mechanism Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member

There was no change in the composition of the Audit Committee during the financial year 2023-24. Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. The Policy is available on website of Company at http://abhishekintegrations.com/wp-content/uploads/2024/01/Whistle-Blower-Policy.pdf there were no cases reported during the last period

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Composition of Nomination and Remuneration Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Narbada Bhujavan Dubey	Non-Executive NonIndependent Director	Member

There was no change in the composition of the Audit Committee during the financial year 2023-24.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. The policy is available on the website of the Company at http://abhishekintegrations.com/wp-content/uploads/2024/01/Nomination-Remuneration-Policy.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee:

Name of Members	Designation	Membership in Committee
Mr. Narbada Bhujavan Dubey	Non-Executive NonIndependent Director	Chairman
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member
Mrs. Jyoti Sanjay Dubey	Whole-time Director	Member

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

CORPORATE GOVERNANCE REPORT:

The Company being SME Listed is not required to disclose corporate governance report for the financial year 2023-24 as a part of Annual report, pursuant to the provisions of Regulation 15 of SEBI (Listing obligations and disclosure requirements), 2015.

AUDITORS & AUDITORS'' REPORT Statutory Auditor:

In accordance with Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, at the 4^th Annual General Meeting held on 31^st May, 2021, the Members approved appointment of M/s. Gattani & Associates, Chartered Accountants (FRN: 103097W) to hold office from the conclusion of the 4^th Annual General Meeting until the conclusion of the 10^th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Auditors'' Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hardik Jetani & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-D forming part of this report.

The Secretarial Auditors'' Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Nilesh K. Agrawal & Co., Chartered Accountants to undertake the Internal Audit of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, there were 10 (Ten) Board Meetings held dated May 09, 2023, May 15, 2023, June 09, 2023, June 15, 2023, July 20, 2023, September 21, 2023, November 05, 2023, November 30, 2023, December 28, 2023 and February 13, 2024. The prescribed quorum was present for all the Meetings.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard-I. The prescribed quorum was presented for all the Meetings.

PARTICULARS OF LOANS AND INVESTMENT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review.

WEB LINK OF ANNUAL RETURN

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company at http://abhishekintegrations.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review your company has taken reasonable measures to provide safe working environment for all female workers.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by M/s. Nilesh K. Agrawal & Co., Chartered Accountants, Internal Auditors of the Company for the Financial Year 2023-24 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered under class of Companies as specified under Section 135 of the Companies Act, 2013; hence, reporting requirement pertaining to CSR Committee and CSR is not applicable to our Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. In the preparation of the annual accounts for the year, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a ''going concern'' basis.

e. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT There are no shares in the demat suspense account or unclaimed suspense account in the Company during the year.

GENERAL INFORMATION

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors, members and stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board ABHISHEK INTEGRATIONS LIMITED

Dated: 23/07/2024

Place: Ahmedabad Sd/-

SANJAY NARBADA DUBEY Chairman & Managing Director DIN: 02218614