Dear Members,

Your Directors are pleased to present the 33^rd Annual Report on the business and operations of Arihant Capital Markets Limited together with the audited financial statements for the financial year ended March 31, 2025.

STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

Financial Highlights:

The Board's Report is prepared based on the Standalone and Consolidated financial statements of the Company. The Company's financial performance for the year under review along with previous year's figures are given hereunder:

(Rs. in Lacs)

Review of Operations:

During the year under review, the company has posted total income of Rs. 24,204.75 Lacs (previous year Rs. 22,936.74 Lacs) on a Standalone basis and a net profit after tax, for the year 2024-25 of Rs. 5,298.42 Lacs compared to Rs. 6,583.51 Lacs in the previous year. On a consolidated basis during the year under review, the company has posted total income of Rs. 24,801.08 Lacs (previous year Rs. 23,560.57 Lacs). The consolidated net profit during the same period stands at Rs. 5,870.28 Lacs as compared to Rs. 7,051.04 Lacs in the previous year.

A Brief note on the Company's operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Director's Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015 with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

Future Outlook:

With a solid financial foundation, a diverse range of products and services, and a committed team, we are ready for a new phase of growth and expansion. In FY 2025-2026, we aim to enhance our capabilities across the entire business value chain, introduce new products and services, and increase revenue streams for better profitability. By forming strategic partnerships, adopting new technologies, and maintaining a commitment to excellence, we plan to overcome challenges and capitalize on new growth opportunities.

We continue to make strong strides in broadening our revenue base through strategic initiatives in capital markets. Our Merchant Banking division has recently played a pivotal role in several successful transactions, including serving as Book Running Lead Manager for the Main Board IPO of VMS TMT Limited, and Lead Manager for both the SME IPO of Balaji Phosphates Limited and the Rights Issue of Jyoti Infrastructures Limited, which was successfully listed. With a healthy pipeline of IPO mandates currently in progress, we are well-positioned to capitalize on emerging opportunities and reinforce our presence in the investment banking space.

TRANSFER TO GENERAL RESERVES

The Company proposes to transfer Rs. 6,000.00 Lacs to the general reserves out of the amount available for appropriations.

SHARE CAPITAL

There has been no increase / decrease in the Authorized/Paid-up Share Capital of your company during the year under review.

ISSUE/REDEMPTION OF SECURITIES

Issue of Warrants to entities belonging to promoter group on Preferential Basis

During the year under review, the Board of Directors and members, in their meeting held on June 21, 2024, approved the issuance of up to 50,00,000 (Fifty Lakhs) convertible warrants, each convertible into one equity share of face value Re. 1/- of the Company. These warrants were issued to promoter group entities - Ashok Kumar Jain HUF and Arpit Jain HUF - in compliance with Regulation 161 of the SEBI ICDR Regulations, Sections 23(1)(b), 42, 62(1)(c) of the Companies Act, 2013, and other applicable rules and regulations including the SEBI Takeover Regulations, SEBI Listing Regulations, and relevant provisions issued by SEBI, the Government of India, and stock exchanges.

In-principle approvals for the said issuance were granted by Bombay Stock Exchange Limited and the National Stock Exchange of India Limited through letters dated August 5, 2024, and August 2, 2024, respectively.

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Redemption of Non-Convertible Debentures (NCDs)

Pursuant to the authority granted by the shareholders at the Annual General Meeting held on August 5, 2023, the Company had raised an aggregate amount of Rs. 43.25 Crores (Rupees Forty-Three Crores and Twenty-Five Lakhs Only) through the issuance of secured, unrated, unlisted, non-convertible, redeemable debentures ("NCDs") on a private placement basis, issued in one or more tranches over a period of 1 or 3 years.

We wish to inform you that during the meeting held on November 7, 2024, the Company has redeemed Tranche 1, Tranche 4, and a portion of Tranche 3 of the aforementioned NCDs, aggregating to Rs.19.32 Crores (Rupees Nineteen Crores and Thirty-Two Lakhs Only). The redemption pertains specifically to NCDs with a tenure of 1 year.

Right Issue

During the year under review, the Board of Directors in their meeting held on September 06, 2024 approved the Issuance of equity shares of the company for an amount not exceeding Rs.150 Crores by way of Rights Issue to the eligible equity shareholders of the company as on the record date (to be determined and notified subsequently), in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, the Companies Act, 2013 and other applicable laws.

DIVIDEND

The Board of Directors have recommended a Dividend for the financial year ended on March 31, 2025 @ 50% (i.e. Rs. 0.50/-) per equity share (face value of Rs. 1/- per share) to the equity shareholders. The Dividend will be paid after the approval of shareholders at the ensuing Annual General Meeting.

Transfer of Shares Pertaining to Unclaimed/Unpaid Dividend to Investor Education and Protection Fund

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares of the shareholders in respect of whom the dividend is unpaid/unclaimed for seven consecutive years are required to be transferred to Investor Education and Protection Fund ("IEPF") after giving an opportunity to shareholders to claim the said unpaid/unclaimed dividend.

Accordingly, the Company issued the reminder letters to such shareholders to claim the dividend accordingly informed them that in the event of failure to claim said divided, the unpaid/unclaimed dividend along with shares pertaining to unpaid/unclaimed dividend would be transferred to IEPF. The concerned shareholders are requested to claim the said shares by directly approaching to IEPF Authority.

Dividend Distribution Policy

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws and has been uploaded on the website at https://www.arihantcapital.com/investor-relations/governance.

The Company has appointed Mr. Mahesh Pancholi, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at

https://www.arihantcapital.com/investor-relations/result

PUBLIC DEPOSITS

During the Financial Year 2024-25 under review the company has neither invited nor accepted any public deposits within the meaning of section 73 & 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.

Details of deposits which are not in compliance with the requirements of Chapter V of the act:

The Company has not accepted any deposits, thus there is no issue of non-compliance with the requirements of Chapter V of the Act.

Disclosure of unsecured loan from Directors:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), the Company had taken an unsecured loan from a director during the financial year 2024-25. However, the loan was fully repaid within the same financial year, and no outstanding unsecured loans remain from the director as of the end of the financial year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company has 4 (Four) wholly owned subsidiaries and 1 (one) associate company. During the year, the Board of Directors reviewed the business operations and financial performance of the said Companies.

1. Arihant Futures and Commodities Limited

2. Arihant Financial Services Limited

3. Arihant Capital (IFSC) Limited.

4. Arihant Insurance Broking Services Limited (Till October 24, 2024)

5. Arihant Elite Financial Solutions Limited (w.e.f. March 22, 2025)

6. Electrum Capital Private Limited. *

Associate Company

During the financial year 2024-25, below mentioned wholly owned subsidiary company ceased to be subsidiary of the company i.e.

Arihant Insurance Broking Services Limited

During the financial year 2024-25, below-mentioned company has been incorporated as wholly owned subsidiary of the company i.e.

Arihant Elite Financial Solutions Limited

During the financial year, the Board of Directors conducted a thorough review of the subsidiaries activities. As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements of your company have been prepared and are integral to this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone & Consolidated Financial Statements and the related information of the company and the audited accounts of the Subsidiary Companies, are available on our website

i.e. https://www.arihantcapital.com/investor-relations/annual-reports. These documents shall also be available for inspection during business hours, i.e. between 10.00 A.M. to 6.00 P.M. on all working days (except Saturday and Sunday) at the Registered Office of the Company. In accordance with the Accounting Standard AS-21, the consolidated financial statements are furnished herewith and form part of this Annual Report. (Annexure D)

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to, and investments made in the subsidiaries have been furnished in Notes forming part of the accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 6 (Six) Directors comprising of 1 (One) Managing Director, 1 (One) Joint Managing Director, 1 (One) Non-Executive Director and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

Cessation of Director(s):

During the year under review, there were no changes in the composition of the Board, and no Director ceased to hold office.

Appointment/Reappointment of Director(s)

During the year under review, the Board in their meeting held on May 21, 2024 re-appointed Mr. Ashok Kumar Jain as the Chairman & Managing Director of the company who has attained the age of 70 years, with effect from August 01, 2024, subject to approval of members in the general meeting.

Further, the above appointment has been approved by the members in their Extra-Ordinary General Meeting held on June 21, 2024.

Directors liable to retire by rotation seeking re-appointment

Mr. Arpit Jain (DIN: 06544441) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders approval for his re-appointment along with other required details forms part of the Notice.

Particulars of the directors seeking appointment/re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are required to be provided in the notes forming part of the notice for the ensuing Annual General Meeting.

Key Managerial Personnel

The following were designated as whole-time key managerial personnel as required under section 203 of the Companies Act, 2013 by the Board of Directors during the year under review:

1. Mr. Ashok Kumar Jain, Managing Director.

2. Mr. Arpit Jain, Joint Managing Director & Chief Executive Officer (w.e.f. November 07, 2024).

3. Mr. Uttam Maheshwari, Chief Financial Officer.

4. Mr. Mahesh Pancholi, Company Secretary.

During the year under review, Mr. Arpit Jain, Joint Managing Director of the Company, was appointed as the Chief Executive Officer (CEO) with effect from November 07, 2024, based on the recommendation of the Nomination and Remuneration Committee.

This appointment was made to ensure a smooth leadership transition and to maintain the Company's financial and strategic momentum.

The Board recognized Mr. Jain's proven track record of strategic leadership, operational acumen, and sustained contribution to the Company's growth and performance. The dual role is expected to further align the Company's strategic direction with its operational execution.

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified for holding office as director.

During the year under review, the Company has received disclosures from all the directors and none of the directors has been disqualified as stipulated under Section 164 of the Companies Act, 2013 and rules made thereunder. The Independent Directors of the company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses, if any.

INDEPENDENT DIRECTOR'S DECLARATION

Definition of ‘Independence' of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013. The Company has received necessary declarations under Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent Directors have affirmed compliance with the code of conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. A list of key skills, expertise and core competencies of the Board forms part of this Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

As per regulatory requirements, all the Independent Directors have registered their names in the Independent Director's Databank, pursuant to provisions of the Companies Act, 2013 and rules made thereunder.

* Meeting of Independent Directors

The Independent Directors met once during the year as on February 10, 2025. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:

https://www.arihantcapital.com/investor-relations/governance

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed; and there are no moterial departures.

b) your company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year, and of the profit and loss of your Company, for that period.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) the annual financial statements have been prepared on a going concern basis.

e) the directors, have laid down internal financial controls to be followed by your company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-25.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. There has been no change in the policy during the year.

BOARD AND COMMITTEE MEETINGS

The Board met 7 times during the financial year 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee,

Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company.

The Whistle Blower Policy has been posted on the website of the company at www.arihantcapital.com/investor-relations/governance

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There have been no material changes or commitments that would affect the financial position of the Company between the end of the financial year and the date of this report. Therefore, there are no foreseeable impacts on the Company's operations or its status as a "Going Concern."

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

In view of the nature of activities which are being carried on by the company, Rules 8(3)(A) and (B) of the Companies (Accounts) Rules,

2014 concerning conservation of energy and technology absorption respectively are not applicable to the company. The company has been continuously using technology in its operations; however, efforts are made to further reduce energy consumption.

A. Conservation of Energy

The steps taken or impact on conservation of energy:

I. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

II. The capital investment on energy conservation equipments: Nil

B. Technology Absorption

I. The efforts made towards technology absorption: Not Applicable.

II. The benefits derived like product Improvement, cost reduction, product development or import substitution: Not Applicable.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

IV. The company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earning & Outgo

Foreign exchange earned in terms of actual inflow Rs.21.30 lacs (previous year Rs. 15.27 lacs) and outflow Rs. 22.34 lacs (previous year Rs.26.46 lacs).

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s Ajit Jain & Co., Practicing Company Secretaries were appointed as Secretarial Auditor, to undertake the secretarial audit of your company for financial year 2024-25. The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure A".

The Secretarial Audit Report for the Financial Year ended March 31, 2025, do not contain any qualification or reservation or adverse remarks or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2024-25 has been submitted to the stock exchange within prescribed time.

CORPORATE SOCIAL RESPONSIBILITY

Your company is committed to improving the quality of life of the communities in its focus areas through long term value creation for all its Stakeholders through its various Corporate Social Responsibility (CSR) initiatives.

Brief details on various focus areas of interventions are part of the Annual Report on CSR activities annexed to this report as "Annexure- B" in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy adopted by the Company can be viewed at website of the Company www.arihantcapital.com/investor-relations/governance.

INFORMATION AS PER RULE 5(2) OF THE CHAPTER XIII OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

Details Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Board Report are annexed herewith as "Annexure-C".

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an Internal risk management policy providing an effective risk management framework for identifying, prioritizing and mitigating risks, which may impact attainment of short- and long-term business goals of our company. The main objective of the policy is to assess & evaluate significant risk exposures & assess management's actions to mitigate the exposures in a timely manner. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalize opportunities of business success. The risk management framework, which is based on our holding company's risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company.

The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliances with corporate policies.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 (SEBI Listing Regulation).

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

LISTING OF SHARES

Shares of the company are listed on BSE Limited (BSE) and National Stock Exchange of India (NSE) which provides a wider participation to the investors nationwide.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors

During the year under review, M/s Dinesh Ajmera & Associates, Chartered Accountants (Firm Registration Number: 011970C), tendered their resignation as the Statutory Auditors of the Company with effect from July 20, 2024, citing other professional commitments and preoccupations. The Board of Directors placed on record its appreciation for the professional services rendered by M/s Dinesh Ajmera & Associates during their tenure as Statutory Auditors.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board appointed M/s Arora Banthia & Tulsiyan, Chartered Accountants (Firm Registration Number: 007028C), to fill the casual vacancy caused by the resignation of the outgoing auditors, which was subsequently approved by the members at the Annual General Meeting (AGM) held on September 28, 2024. In the same AGM, the shareholders also approved the appointment of M/s Arora Banthia & Tulsiyan as Statutory Auditors of the company for a period of 5 (five) consecutive years, commencing from the conclusion of the 32^nd AGM until the conclusion of the 37^th AGM to be held in the year 2029.

The firm have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Auditor's observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

Internal Auditor

M/s Shah Kapadia & Associates, Practicing Chartered Accountant, is appointed as Internal Auditor of the company to conduct the internal audit of the company for the Financial Year 2024-25, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the company.

There are no qualifications, reservations or adverse remarks made by Internal Auditors in their report during the Financial Year 2024-25.

Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company. Flence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act,

2013 is not required and accordingly, such accounts and records are not made and maintained.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management's discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE

Your company's corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Your company is committed towards maintaining high standards of Governance, Integrity and Transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from Practicing Company Secretary confirming compliance with the corporate governance requirements by the company is attached to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arm's length basis and in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 are not required. There were no materially significant Related Party Transactions made by the company during the year that required shareholder's approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

The company has also formed Related Party Transactions Policy and has been uploaded on company's Website at

https://www.arihantcapital.com/investor-relations/governance.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your company has zero tolerance towards sexual harassment at workplace. It has a well- defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

An Internal Committee is in place to redress complaints received regarding sexual harassment. The company has not received any complaint of sexual harassment during financial year 2024-25.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies

(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year ended March 31, 2025 is available on the company website at: www.arihantcapital.com/

COMPLIANCE WITH SECRETARIAL STANDARDS

Your company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of your company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended March 31, 2025. Their Certificate is annexed to this report.

GENERAL

Your directors state that disclosure or reporting is required in respect of the following items as there were transactions on these items during the year under review:

As part of diversification plans your company has approved amendment in the main object clause of its Memorandum of Association in an Extra-Ordinary General Meeting held on June 21, 2024.

Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of company's operation in future.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, the Board of Directors or to the Central Government.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the customers, shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India, National Securities Depository Limited, Central Depository Services Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.

We also place on record our sincere appreciation to all the members of the Arihant family including our employees and authorized persons for their hard work, support and commitment. Their dedication and competence have made these results achievable.

Your Board recognizes and appreciates the contributions made by all employees at all levels that ensure sustained performance in a challenging environment.