Directors Report of Arman Financial Services Ltd.

Mar 31, 2025

The Directors of the Company with immense pleasure in presenting the 33^rd Director''s Report together with the Audited Financial
Statements, both on Consolidated and Standalone basis for the Financial Year ended on March 31, 2025. Unless otherwise
specifically mentioned, all the numbers provided in this report are standalone figure.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles
are a blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Revenue	73,004.39	66,152.77	18,529.81	13,823.36
Profit Before Interest and Depreciation	31,024.39	49,498.81	10,193.16	9,410.46
Finance Charges	23,936.10	26,547.49	4,356.42	4,556.55
Depreciation	179.07	142.37	37.03	18.87
Net Profit Before Tax	6,909.22	22,808.95	5,799.71	4,835.03
Current Tax	2,311.20	5,974.30	1,745.20	1,049.30
Deferred Tax (Asset)/Liability	(741.17)	(561.10)	(262.45)	(39.73)
Short/(Excess) provision of income tax of earlier year	131.87	38.47	-	35.65
Net Profit After Tax	5,207.32	17,357.28	4,316.96	3,789.81
Basic Earnings Per Share (In H)	49.67	195.00	41.17	42.58
Diluted Earnings Per Share (In H)	49.26	192.76	40.84	42.09

2. OPERATIONS

The Group continues to operate across key lending
segments, including Two-Wheeler Finance, MSME
Lending, Microfinance and Loan Against Property (LAP).
The parent company, Arman Financial Services Limited,
primarily engages in Two-Wheeler Finance, MSME
Lending and LAP, while the Microfinance business is
exclusively undertaken by its wholly owned subsidiary,
Namra Finance Limited. The standalone financial
statements of both Arman and Namra, along with
Arman''s consolidated financial statements are included
in this Annual Report.

Consolidated Performance Highlights

• AUM was H2,245.41 crores in FY 2024-25 as compared
to H2,639.33 crores in FY 2023-24, decreased by
14.93%.

• Disbursement was H1713.38 crores in FY 2024-25
as compared to H2,297.03 crores in FY 2023-24
decreased by 25.41%.

• Total income was H730.04 crores in FY 2024-25 as
compared to H661.53 crores in FY 2023-24, increased
by 10.36%

• Profit before taxes was H69.09 crores in FY 2024-25 as
compared to H228.09 crores in FY 2023-24, decreased
by 69.71%

• Profit for the year attributable to owners of the
Company was H52.07 crores in FY 2024-25 as
compared to H173.57 crores in FY 2023-24, decreased
by 70.00%

• The basic Earnings Per Share was H49.67 as compared
to H195.00, decreased by 74.53%

• The diluted Earnings Per Share was H49.26 as
compared to H192.76, decreased by 74.44%

Standalone Performance Highlights

• AUM was H559.63 crores in FY 2024-25 as compared
to H446.22 crores in FY 2023-24, increased by 25.42%

• Disbursement was H481.40 crores in FY 2024-25 as
compared to H401.87 crores in FY 2023-24, increased
by 19.79%

• Total income was H185.30 crores in FY 2024-25 as
compared to H138.23 crores in FY 2023-24, increased
by 34.05%

• Profit before taxes was H58.00 crores in FY 2024-25 as
compared to H48.35 crores in FY 2023-24, increased
by 19.95%

• Profit for the year attributable to owners of the
Company was H43.17 crores in FY 2024-25 as
compared to H37.90 crores in FY 2023-24, increased
by 13.91%.

• The basic Earnings Per Share was H41.17 as compared
to H42.58, decreased by 3.31%

• The diluted Earnings Per share was H40.84 as
compared to H42.09, increased by 2.97%

3. DIVIDEND

In order to conserve capital, the Directors of your
Company do not recommend any dividend payment at
the ensuing Annual General Meeting (“AGM").

The Dividend Distribution Policy of the Company
approved by the Board is in line with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations"). The Policy has been
uploaded on the website of the Company at https://
armanindia.com/policyncode.aspx ^ Dividend
Distribution Policy.

4. APPROPRIATIONS

The Company proposes to transfer H864.00 Lakhs
(previous year H758.00 Lakhs) to Special Reserve created
u/s 45-IC of the Reserve Bank of India Act, 1934 (“RBI
Act"). The Company has also transferred H10.00 Lakhs
(previous year H10.00 Lakhs) to the general reserve.

5. COST RECORDS

The Company is not required to maintain cost records
as per the provisions of Section 148(1) of the Companies
Act, 2013.

6. MATERIAL CHANGES & COMMITMENT AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, that
would affect financial position of the Company from the

end of the financial year of the Company to which the
financial statements relate and the date of the Director''s
Report.

7. CREDIT RATING & GRADING

During the year under review, Acuite reviewed the
ratings on various bank facilities and debt instrument of
the Company and its subsidiary. Acuite has reaffirmed its
rating for long term bank facility and debt instruments
to “ACUITE A" (Outlook Negative).

CARE has reaffirmed its rating for various Non-Convertible
Debentures (“NCDs") to “CARE A-"; Stable (A minus; outlook
Stable). CARE has also reaffirmed its rating for various
Non-Convertible Debentures (“NCDs") of Namra Finance
Limited to “CARE A-"; stable (A minus; outlook stable).

The Grading of Namra Finance Limited (WOS) was also
reaffirmed ''MFI 1'' (MFI one) by CARE Advisory Research
& Training Limited during the year 2024-25.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

The Company has one wholly owned subsidiary,
named ''Namra Finance Limited''. During the year, no
changes took place in the group corporate structure
of your Company. The Company has formulated a
policy for determining ''material'' subsidiaries pursuant
to the provisions of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (“SEBI
LODR Regulations"). The said policy is available at the
Company website at the link https://armanindia.com/
policyncode.aspx ^ Policy for Material Subsidiary.

The consolidated financial statements presented by the
Company include financial information of its subsidiary
prepared in compliance with applicable accounting
standards. The salient features of Namra Finance Limited
in Form AOC-1 is annexed herewith as “Annexure-1"
as required under Section 129 (3) of the Companies Act,
2013.

Further pursuant to Section 136 of Companies Act, 2013,
financial statements of the Company, consolidated along
with relevant documents and separate audited accounts
in respect of subsidiary are available on the website of
the Company.

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has invested
H70.00 cr. in Namra Finance Limited (wholly owned
subsidiary) by subscribing 35,00,000 lakhs equity shares
of H10/- each at the rate of H200.00 (including premium

of H190.00). Total investment in wholly owned subsidiary
stood at H335.63.cr.

10. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed
dividend for the year 2016-17 of H2,99,370 /- to Investor
Education and Protection Fund (IEPF) pursuant to
provision of Section 124 of the Companies Act, 2013
which remained unclaimed for a period of more than
seven years.

Members desirous of claiming their shares and dividend
which have been transfered to the IEPF, may refer to
the refund procedure, as detailed on www.iepf.gov.
in. Underlying shares on which dividend has remained
unclaimed from FY 2017-18 onwards, will be due for
transfer to IEPF account during the year and individual
notices to that effect has been sent to concerned
shareholders. Shareholders who have not yet encashed
their unclaimed/unpaid amounts are requested to
correspond with the Company''s Registrar and Transfer
Agents, at the earliest to avoid transfer of dividend and
underlying shares to IEPF.

11. DEPOSITS AND LOANS, GUARANTEES
INVESTMENTS

During the year under review, your Company has not
accepted or renewed any Deposit within the meaning
of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

Details of Loans, Guarantees and Investments by
Company under the provisions of Section 186 of the
Companies Act, 2013, are provided in Note 3 and 4 to
the Standalone Financial Statements.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with
the provisions of Section 149 of the Act and Regulation
17 of the SEBI Listing Regulations, with an appropriate
combination of Non-Executive Directors and
Independent Directors. The complete list of Directors of
the Company has been provided as part of the Corporate
Governance Report.

As on March 31, 2025, the Board comprised 8 (eight)
Directors, including the Vice Chairman & Managing
Director, Joint Managing Director, 2 (two) Non-Executive
Directors and 4 (four) Independent Directors, of which 1
(one) is a Woman Independent Director. In accordance
with the Articles of Association of the Company and
pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Aakash J. Patel [DIN: 02778878]

and Mrs. Ritaben J. Patel [DIN: 00011818] will retire by
rotation at the ensuing Annual General Meeting and,
being eligible, offer themselves for reappointment.

All the Independent Directors of the Company have
submitted declarations confirming that they meet
the criteria of independence as prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations.

The terms and conditions of appointment of Independent
Directors are available on the website of the Company
at https://armanindia.com/policyncode.aspx ^ Policy
for Appointment of Independent Director. The Board
is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise and hold highest standards of integrity.

The Company appoints Directors based on defined
criteria including statutory compliance, integrity,
leadership qualities, relevant experience, independence
and ability to contribute effectively to the Board.
The appointment process involves identification by the
Chairman or Board Members, review by the Nomination
and Remuneration Committee (NRC) and final approval
by the Board, in line with the Company''s policies.

a) Appointment / Re-appointment

During the last AGM held on September 27, 2024,
the members approved the following:

• Appointment of Mr. Pinakin Shah (DIN:
00007695) as an Independent Director for
the first term of 5 (five) years with effect from
August 14, 2024.

• Re-appointment of Mr. Aalok Patel (DIN:
02482747) as the Joint Managing Director
for a period of 5 (five) years with effect from
August 21,2024.

• Continuation of Mrs. Ritaben Patel as a
Non-Executive Director of the Company

Further during the year, by way of Special
Resolution passed through Postal Ballot vide notice
dated February 14, 2025, the members approved
the re-appointment of Ms. Geeta Solanki (DIN:
08212773) as an Independent Director of the
Company for the second term of 5 (five) years with
effect from April 01,2025.

Mr. Jayendra Patel has been re-appointed by
the Board of Directors at its meeting held on
August 13, 2025. The Board has also recommended
the re-appointment of Mr. Yash Shah as an
Independent Director of the Company for a

second term of five years, at the same meeting.
Both re-appointments are subject to the approval
of the members at the ensuing AGM.

A brief profile and other relevant information of
the Directors being re-appointed is given in the
explanatory statement to the Notice convening
the AGM, for your perusal.

b) Completion of tenure

During the FY 2024-25, Mr. R. K. Nagpal (DIN:
00073205) completed his second term as an
Independent Director and consequently ceased to
hold office with effect from the close of business
hours on July 1, 2024. The Board placed on record
its sincere appreciation and deep gratitude for his
valuable contributions and guidance during his
tenure as a member of the Board.

c) Key Managerial Personnel (KMP)

Mr. Uttam N. Patel was appointed as the
Company Secretary and Compliance Officer of
the Company, being a Whole-time Key Managerial
Personnel, with effect from June 20, 2025.
He was appointed in place of Mr. Jaimish Patel, who
resigned from the position of Company Secretary
and Compliance Officer with effect from the close
of working hours on May 17, 2025.

The following officials are designated as Key
Managerial Personnel (KMP) of the Company
pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Jayendrabhai B. Patel - Vice Chairman &
Managing Director

2. Mr. Aalok J. Patel - Joint Managing Director

3. Mr. Vivek A. Modi - Chief Financial Officer

4. Mr. Uttam N. Patel - Company Secretary &
Compliance Officer (wef June 20, 2025)

5. Mr. Jaimish Patel- Company Secretary &
Compliance Officer (upto May 17, 2025)

13. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2024-25 met 4 (four)
times and Audit Committee met 4 (four) times. All the
recommendations made by the Audit Committee during
the year were accepted by the Board. The details of
the constitution and meetings of the Board and the
Committees held during the year are provided in the
Corporate Governance Report which forms part of this
Annual Report.

14. NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178(1) of the Companies Act,
2013 the Company has constituted Nomination and
Remuneration Committee, details of which are provided
in the Corporate Governance Report which forms part of
this Annual Report.

15. REMUNERATION POLICY
Remuneration to Executive Directors

The remuneration paid to Executive Directors is
recommended by the Nomination and Remuneration
Committee and approved by Board in the Board meeting,
subject to the subsequent approval of the shareholders
at the ensuing Annual General Meeting and such other
authorities, as may be required. The remuneration is
decided after considering various factors such:

• Level of skill, knowledge and core competence of
individual.

• Functions, duties and responsibilities.

• Company''s performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arise, strike a balance
between the fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the
working of the company and its goal. The Nomination
& Remuneration Committee of Board of Directors shall
recommend periodic revision in the remuneration of
Executive Directors to the Board and the Board shall
fix their remuneration taking into consideration above
factors as also ceiling limits prescribed under the
Companies Act, 2013 and other statutes. The same shall
also be approved by the shareholders where required.

Remuneration to Non-Executive Directors

Non-Executive Directors are entitled to receive sitting
fees for attending meetings of the Board and its
Committees. In addition, they are reimbursed for
travel and other expenses incurred in connection with
the Company''s affairs, including attendance at Board
meetings, Committee meetings and General Meetings.

16. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The Company continues to place strong emphasis on its
human resources, which are considered its most valuable
asset. During the year, the Company maintained a cordial
and harmonious work environment across all levels.
Various initiatives were undertaken towards employee
development, training, and engagement, aimed at
enhancing skills and productivity. The Board places
on record its sincere appreciation of the commitment,
dedication, and contribution made by all employees
towards the growth and success of the Company.
As on March 31,2025, the Company had a total of 1154
employees on its rolls.

The information required pursuant to Section 197(12)
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as “Annexure-2".

However, the information required pursuant to
Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and 5(3) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136(1) of
the Companies Act, 2013, the Report and Accounts are
being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars
which is available for inspection by the Members at
the Registered office of the Company during business
hours on working days of the Company up to the date
of the ensuing Annual General Meeting. If any Member
is interested in obtaining a copy thereof, such Member
may write to the Company Secretary in this regard.

17. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 & COMPLIANCE UNDER
MATERNITY BENEFIT ACT 1961.

I. The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at
workplace. Further, the Company has constituted
an Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, where
complaints in the nature of sexual harassment can
be registered. Appropriate reporting mechanisms
are in place for ensuring protection against sexual
harassment and the right to work with dignity.

The details regarding the complaints, complaints
disposed off and cases pending are as below:

i. Number of Complaints of Sexual Harassment
received in the year : Nil

ii. Number of Complaints disposed off during
the year: Nil

iii. Number of cases pending for more than
ninety days : Nil

II. The Company has maintained compliance with the
provisions of the Maternity Benefit Act, 1961.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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 ended on March 31, 2025, the applicable
accounting standards had been followed along
with proper explanation relating to material
departures;

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 and loss 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
Companies Act, 2013 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) That the Directors have laid down internal financial
controls to be followed by the Company and
that the financial controls are adequate and are
operating effectively; and

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.

19. FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent
Directors with the Company, their roles, responsibilities
in the Company, nature of industry in which the
Company operates, business model of the Company,
etc. The details relating to the familiarization programme
are available on the website of the Company at https://
armanindia.com/policyncode.aspx ^ Familiarization
Programme for Independent Directors.

20. AUDITORS AND AUDIT REPORTS
a) Statutory Auditors

As per Section 139 of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules,
2014 and in compliance with the guidelines issued
by the RBI for appointment of Statutory Auditors
dated April 27, 2021, the members of the Company
in 32^nd AGM of the Company approved the
appointment of M/s Laxminiwas & Co., Chartered

Accountants (FRN: 011168S) as Statutory Auditors
of the Company for a term of 3 (three) consecutive
years from the conclusion of 32^nd AGM until the
conclusion of the 35^th AGM to be held with respect
to the financial year 2026-27.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company has appointed M/s
GKV & Associates, Practicing Company Secretary
(Firm Registration No S2018GJ565600, Peer
Review Certificate No.:2136/2022) to undertake
the Secretarial Audit of the Company for the term
of 5 (five) consecutive years commencing from the
conclusion of 33^rd Annual General Meeting (“AGM")
till the conclusion of the 38^th AGM of the Company
to be held in the year 2030 subject to approval of
the Members at ensuing AGM of the Company.

M/s GKV & Associates., Practicing Company
Secretary have given their consent to act as
Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would
be within the limits specified by the Institute of
Company Secretaries of India. They have also
confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and
SEBI Regulations.

M/s. GKV & Associates. have carried out the
Secretarial Audit for FY 2024-25 and their report in
Form MR-3, is annexed herewith as “Annexure-3".
There were no qualification / observations in the
report.

During the year 2024-25, the Company has
complied with all the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India.

21. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s
length basis, in the ordinary course of business and
are in compliance with the applicable provisions of
the Companies Act, 2013 and SEBI Listing Regulations.
There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the Company
at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014. However, the details of the transactions
with Related Party are provided in the Company''s
financial statements in accordance with the Accounting
Standards.

All Related Party Transactions are presented to the
Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee on
a quarterly basis, specifying the nature, value and terms
and conditions of the transactions.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board, may be accessed on the Company''s website
at the link https://armanindia.com/policyncode.aspx ^
Policy on Materiality of Related Party Transactions and
Dealing with Related Party Transactions.

22. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management
Committee in accordance with the requirements of
Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations") and has adopted a comprehensive Risk
Management Policy.

The Company has in place a well-defined risk
management framework, through which the Board of
Directors is periodically updated on the key deliberations
and actions taken by the Risk Management Committee.
This ensures that potential risks are identified, assessed
and mitigated through appropriate management
controls embedded within the business processes.

As the Company progresses towards its strategic and
business objectives, it is exposed to various types of
risks, including operational, financial, regulatory and
reputational risks. The Risk Management Committee
plays a pivotal role in evaluating these risks and advising
the Board accordingly.

Risk management is central to our business philosophy
and maintaining the right risk-return trade-off, in
line with our defined risk appetite, is integral to our
approach. The Company endeavors to optimize
returns while prudently managing the associated risks,
thereby safeguarding stakeholder value and supporting
sustainable growth.

23. INTERNAL CONTROL SYSTEM

The Company has established adequate internal control
systems to ensure compliance with applicable policies,
procedures and regulatory requirements. These systems
are continuously evaluated and strengthened through
the adoption of new or revised Standard Operating
Procedures (SOPs) and enhanced Information
Technology (IT) controls.

Internal audits are conducted at regular intervals to
assess the effectiveness of internal controls across key
functions. In addition, the Company engages an external
agency to carry out a Management Audit, providing
an independent review of management systems and
operational efficiencies.

The findings and recommendations from both the
Internal Audit Reports and Management Audit Reports
are reviewed by the Audit Committee of the Board, along
with updates on implementation status to ensure timely
corrective actions.

24. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an adequate
internal financial controls system and such internal
financial controls were operating effectively based on
the internal control criteria established by the Company
considering the essential components of internal
control, stated in the Guidance Note on Audit of Internal
Controls over Financial Reporting issued by the Institute
of Chartered Accountants of India.

25. INTERNAL AUDIT

The Company has in place an adequate internal audit
framework to monitor the efficacy of internal controls
with the objective of providing to the Audit Committee
and the Board of Directors, an independent and
reasonable assurance on the adequacy and effectiveness
of the organization''s risk management, internal
control and governance processes. The framework is
commensurate with the nature of the business, size,
scale and complexity of its operations. The audit plan
is approved by the Audit Committee, which regularly
reviews compliance to the plan.

26. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act and the
SEBI Listing Regulations, the Board has carried out an
annual evaluation of its own performance, performance of
the Directors individually and the Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and the
Board have laid down the manner in which formal

annual evaluation of the performance of the Board as a
whole, individual directors and its various Committees is
being made.

It includes circulation of evaluation response / feedback
sheet separately for evaluation of the Board and its
Committees, Independent Directors / Non-Executive
Directors / Managing Director / Chief Executive Officer /
Chairperson of the Company.

The evaluation of Board as a whole, individual directors
and its various Committees is being carried out by the
Nomination & Remuneration Committee of the Company
and subsequently it gives the report of evaluation to the
Board for review.

27. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of Corporate Governance in all its dealings
with stakeholders. It has complied with the Corporate
Governance requirements as prescribed under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate section on Corporate
Governance, along with a certificate from M/s. GKV &
Associates, Practicing Company Secretaries, confirming
the level of compliance, forms part of the Board''s Report.

28. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower
Policy, whereby employees and other stakeholders can
report matters such as generic grievances, corruption,
misconduct, illegality and wastage / misappropriation of
assets to the Company. The policy safeguards the whistle
blowers to report concerns or grievances and also provides
direct access to the Chairman of the Audit Committee.
The details of the Whistle Blower Policy are available on
Company''s website at the link: https://armanindia.com/
policyncode.aspx ^ Whistle Blower Policy

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act,
the Annual Return in form MGT-7 for the Company for
the financial year 2024-25 is available on the website of
the Company at https://armanindia.com/OtherReports.
aspx?Page=Annual-return ^ Annual Return 2024-25

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO
A. Conservation of energy and technology

absorption:

Since the Company does not carry out any
manufacturing activity, the particulars regarding
conservation of energy, technology absorption

and other particulars as required by the Companies
(Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo:

There were no foreign exchange earnings during
the year (previous year - Nil) further the expenditure
in foreign currency by the Company during the
year was Nil (previous year: H49,73,100/-) towards
the due diligence fees.

31. SHARE CAPITAL & DEBENTURES

• Authorized Share Capital:

The authorized share capital of the Company is
H15,00,00,000 divided into 1,40,00,000 ordinary
equity shares of the face value of H10/- each
aggregating to H14,00,00,000/- and 10,00,000
Preference Shares of H10/- each aggregating to
H1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2025, the Company''s paid-up
Equity Share Capital was H10,49, 05, 380/- divided
into 1,04,90,538 Equity Shares of H10/- each.

• Non-Convertible Debentures (NCDs) as on
March 31, 2025.

ISIN:INE109C07071 (Unlisted)

The Company issued 4,97,310 (Four Lakh
Ninety-Seven Thousand Three Hundred
Ten) Secured, Rated, Unlisted, Redeemable
Non-Convertible Debentures (NCDs), bearing
interest at 12.20% p.a., each having a face value of
H1,000/- (Rupees One Thousand only), aggregating
to H49,73,10,000/- (Rupees Forty Nine Crore
Seventy Three Lakh Ten Thousand only).

These NCDs are denominated in Indian Rupees,
were issued on a private placement basis on
April 11, 2023 and are scheduled to mature on
April 11,2028.

ISIN:INE109C07089 (Listed)

The Company issued 4,900 (Four Thousand Nine
Hundred) Secured, Rated, Redeemable, Principal
Protected, Senior, Non-Cumulative, Taxable, Not
Guaranteed Non-Convertible Debentures (NCDs),
bearing interest at 8.82% p.a., each having a face
value of H1,00,000/- (Rupees One Lakh only),
aggregating to H49,00,00,000/- (Rupees Forty-Nine
Crore only).

These NCDs are denominated in Indian Rupees,
were issued on a private placement basis on July 19,
2023 and are scheduled to mature on July 19, 2025.

ISIN:INE109C07048 (Unlisted)

The Company issued 2,88,750 (Two Lakh
Eighty-Eight Thousand Seven Hundred Fifty) Rated,
Unlisted, Secured, Senior, Redeemable, Taxable,
Transferable Non-Convertible Debentures (NCDs),
bearing interest at 11.30% p.a., each having a
face value of HI,000/- (Rupees One Thousand
only), aggregating to H28,87,50,000/- (Rupees
Twenty-Eight Crore Eighty-Seven Lakh Fifty
Thousand only).

These NCDs are denominated in Indian Rupees,
were issued on a private placement basis on
June 14, 2022 and are scheduled to mature on
June 14, 2027.

During the year, the Company issued the
following Non-Convertible Debentures (NCDs):
ISIN:INE109C07097 (Listed)

The Company issued 4,980 (Four Thousand Nine
Hundred Eighty) Secured, Rated, Redeemable,
Principal Protected, Senior, Non-Cumulative,
Taxable, Not Guaranteed Non-Convertible
Debentures (NCDs), bearing interest at 10.20% p.a.,
each having a face value of H1,00,000/- (Rupees One
Lakh only), aggregating to H49,80,00,000/- (Rupees
Forty-Nine Crore Eighty Lakh only).

These NCDs are denominated in Indian Rupees, were
issued on a private placement basis on April 25, 2024
and are scheduled to mature on January 25, 2026.

• Buy Back of Securities:

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

• Sweat Equity:

The Company has not issued any Sweat Equity
Shares during the year under review.

• Bonus Shares:

No Bonus Shares were issued during the year under
review.

• Employees Stock Option Plan

There has been no material change in the ESOP
Schemes during the year under review. The ESOP
Scheme is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (“SBSE Regulations").

During the financial year under the review, the
Company has allotted 1910 and 300 ordinary
equity shares of H10/- each on May 16, 2024 and
September 18, 2024 respectively to the eligible
employees of the Company/ Subsidiary Company
pursuant to ''Arman Employee Stock Option
Plan 2016''.

During the financial year under the review, the
Company has allotted 11554 ordinary equity shares
of H10/- each on September 18, 2024 to the eligible
employees of the Company/ Subsidiary Company
pursuant to ''Arman Employee Stock Option
Plan 2023''.

Particulars of Employee Stock Options granted,
vested, exercised and allotted are given in
“Annexure-4".

32. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 and the Companies (CSR Policy)
Rules, 2014, the Company has in place a CSR Policy and
undertakes activities as specified in Schedule VII of the
Act. During the year under review, the Company has duly
spent the prescribed CSR amount on approved projects/
programs. The CSR Policy is available on the website of
the Company at https://armanindia.com/policyncode.
aspx ^ Corporate Social Responsibility Policy.

Further, the Report on CSR activities is annexed herewith
as “Annexure-5".

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

Pursuant to Regulation 34 (2) (f) of SEBI Listing
Regulations, Company is required to submit a Business
Responsibility Sustainability Report (“BRSR") as a part
of the Annual Report. The Company''s BRSR describing
the initiatives taken by the Company is uploaded on the
website of the Company at https://armanindia.com/
OtherReports.aspx?Page=BRSR ^ BRSR is annexed
herewith as “Annexure-6".

34. CODE OF CONDUCT

The Code of Conduct for all Board members and
Senior Management of the Company have been laid
down and are being complied with in words and spirit.
The compliance on declaration of Code of Conduct

signed by Managing Director & CEO of the Company is
included as a part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management discussion and analysis forms a part of this
Annual Report.

36. DETAILS OF FRAUDS REPORTED BY THE
AUDITORS

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditor have reported to
the Audit Committee under Section 143(12) of the
Companies Act, 2013 any instances of fraud committed
against the Company by its officers or employees.

37. ANY SIGNIFICANT AND MATERIAL ORDER PASSED
BY REGULATORS OR COURTS OR TRIBUNAL

There is no significant material order passed by the
Regulators / Courts which would impact the going
concern status of the Company and its future operations.

38. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There was no proceeding initiated/pending against your
Company under the Insolvency and Bankruptcy Code,
2016 during the financial year under review.

39. DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

The Company has not made any such transaction during
the FY 2024-25.

40. GRATITUDE & ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation
and gratitude to all employees, customers, suppliers,
investors, lenders, regulatory and government
authorities and the stock exchanges for their continued
support and cooperation. The Board looks forward to
their sustained association and support in the future.

For and on behalf of the Board of Directors of,
Arman Financial Services Limited

Jayendra Patel Aalok Patel

Place: Ahmedabad (Vice Chairman & Managing Director) (Joint Managing Director)

Date: August 13, 2025 DIN: 00011814 DIN: 02482747

---

Mar 31, 2024

The Board of Directors of the Company with immense pleasure present their 32^nd Director''s Report together with the Audited Financial Statement for the year ended on March 31,2024.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles are a blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE (? in lakhs)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Total Revenue	66,152.77	42,390.47	13,617.11	9,614.02
Profit Before Interest and Depreciation	49,498.81	29,810.49	9,410.46	6,841.76
Finance Charges	26,547.49	17,199.63	4,556.55	3,069.78
Depreciation	142.37	115.49	18.87	13.03
Net Profit Before Tax	22,808.95	12,495.37	4,835.03	3,758.95
Current Tax	5,974.30	2,832.90	1,049.30	787.90
Deferred Tax (Asset)/Liability	(561.10)	266.24	(39.73)	134.90
Short/(Excess) provision of income tax of earlier year	38.47	15.10	35.65	0.00
Net Profit After Tax	17,357.28	9,381.13	3,789.81	2,836.15
Basic Earnings Per Share (In C)	195.00	110.47	42.58	33.40
Diluted Earnings Per Share (In C)	192.76	107.28	42.09	33.02

2. OPERATIONS

Your Company continues to engage in the business of Asset Finance, MSME, Microfinance and Loan against Property (LAP). The Parent Company, Arman Financial Services Limited, is engaged in two-wheeler finance, MSME and LAP; while the microfinance business is managed through Arman''s wholly owned subsidiary, Namra Finance Limited. The financial statements of both Arman and Namra, as well as the consolidated financials of Arman are included within the Annual Report.

Consolidated Performance Highlights

• AUM was C2,639.33 crores in FY 2023-24 as compared to C1,942.93 crores in FY 2022-23, increased by 35.84%.

• Disbursement was C2,297.03 crores in FY 202324 as compared to 1,766.75 crores in FY 2022-23, increased by 30.01%.

• Total income was C661.53 crores in FY 2023-24 as compared to C423.91 crores in FY 2022-23, increased by 56.05%.

• Profit before taxes was C228.09 crores in FY 202324 as compared to C124.95 crores in FY 2022-23, increased by 82.54%.

• Profit for the year attributable to owners of the Company was C173.57 crores in FY 2023-24 as compared to C93.81 crores in FY 2022-23, increased by 85.02%.

• The basic Earning Per Share was C195.00 as compared to C110.47, increased by 76.52%.

• The diluted Earning Per Share was C192.76 as compared to C107.28, increased by 79.68%.

Standalone Performance Highlights

• AUM was C446.22 crores in FY 2023-24 as compared to C315.29 crores in FY 2022-23, increased by 41.59%.

• Disbursement was C401.87 crores in FY 202324 as compared to C281.86 crores in FY 2022-23, increased by 42.58%.

• Total income was C136.1 7 crores in FY 2023-24 as compared to C96.14 crores in FY 2022-23, increased by 41.64%.

• Profit before taxes was C48.35 crores in FY 202324 as compared to C37.59 crores in FY 2022-23, increased by 28.62%.

• Profit for the year attributable to owners of the Company was C37.90 crores in FY 2023-24 as compared to C28.36 crores in FY 2022-23, increased by 33.64 %.

• The basic Earnings Per Share was C42.58 as compared to C33.40, increased by 27.49%.

• The diluted Earnings Per share was C42.09 as compared to C33.02, increased by 27.47%.

3. DIVIDEND

In order to conserve capital, the Directors of your Company do not recommend any dividend payment at the ensuing Annual General Meeting ("AGM").

The Dividend Distribution Policy of the Company approved by the Board is in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy has been uploaded on the website of the Company at https://armanindia.com/policyncode.aspx ^ Dividend Distribution Policy.

4. APPROPRIATIONS

The Company proposes to transfer C758.00 Lakhs (previous year C568 Lakhs) to Special Reserve created u/s 45—IC of the Reserve Bank of India Act, 1934 ("RBI Act"). The Company has also transferred C10.00 Lakhs (previous year C10.00 Lakhs) to the general reserve.

5. COST RECORDS

The Company is not required to maintain cost records as per the provisions of Section 148(1) of the Companies Act, 2013.

6. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of the director''s report.

7. CREDIT RATING & GRADING

During the year under review, Acuite reviewed the ratings on various bank facilities and debt instrument of the Company and it''s subsidiary. Acuite has reaffirmed its rating for long term bank facility and debt instruments to "ACUITE A-"; (A minus; outlook stable).

CARE has upgraded its rating for various NonConvertible Debentures ("NCDs") from "CARE BBB "; stable (Triple B plus; outlook stable) to "CARE A-"; stable (A minus; outlook stable). CARE has also upgraded its rating for various Non-Convertible Debentures ("NCDs") of Namra Finance Limited (WOS) from "CARE BBB "; stable (Triple B plus; outlook stable) to "CARE A-"; stable (A minus; outlook stable).

The Grading of Namra Finance Limited (WOS) was also reaffirmed ''MFI 1'' (MFI one) by CARE Advisory Research & Training Limited during the year 2023-24.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one wholly owned subsidiary, named ''Namra Finance Limited'' as on date. During the year, no changes took place in the group corporate structure of your Company. The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The said policy is available at the Company website at the link https://armanindia.com/ policyncode.aspx ^ Policy for Material Subsidiary.

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Namra Finance Limited in Form AOC-1 is attached hereunder as per "Annexure-1" as required under Section 129 (3) of the Companies Act, 2013.

Further pursuant to Section 136 of Companies Act, 2013, financial statements of the Company, consolidated along with relevant documents and separate audited accounts in respect of subsidiary are available on the website of the Company.

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has invested C80.00 cr. in Namra Finance Limited (wholly owned subsidiary) by subscribing 40,00,000 lakhs equity shares of C10/- each at the rate of C200.00 (including premium of C190.00). Total investment in wholly owned subsidiary stood at C265.63 cr.

10. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed dividend for the year 2015-16 of C4,41,012/- to Investor Education and Protection Fund (IEPF) pursuant to provision of Section 124 of the Companies Act, 2013 which remained unclaimed for a period of more than seven years.

Members desirous of claiming their shares and dividend which have been transfered to the IEPF, may refer to the refund procedure, as detailed on www.iepf.gov.in. Underlying shares on which dividend has remained unclaimed from FY 2016-17 onwards, will be due for transfer to IEPF account during the year and individual notices to that effect has been sent to concerned shareholders. Shareholders who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Company''s Registrar and Transfer Agents, at the earliest to avoid transfer of dividend and underlying shares to IEPF.

11. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Except the loans, guarantees and investments made in subsidiary Company, there were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance with Chapter V of the Companies Act, 2013 is not applicable.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

As on March 31,2024, the Board of Directors consists of 8 (Eight) members, of which 4 (Four) are Independent Directors. The Board also comprises of 2 (two) women Directors, including 1 (one) Independent Director. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jayendrabhai Bhailalbhai Patel [DIN- 00011814] will retire by rotation at the ensuing AGM and being eligible, offer himself for reappointment.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://armanindia.com/policyncode.aspx ^ Policy for Appointment of Independent Director. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

a) Appointment

The Board of Directors at their meeting held on August 14, 2024, based on recommendation of Nomination & Remuneration Committee and subject to the approval of Members of the Company, approved the appointment of Mr. Pinakin Surendra Shah (DIN: 00007695) as an Independent Director for a period of five years effect from August 14, 2024. The Company has sought approval of the Members for appointment of Mr. Pinakin Surendra Shah at the ensuing AGM of the Company.

b) Re-appointment

During the year under review, the shareholders of the Company by way of special resolution through postal ballot, on July 04, 2023 approved the reappointment of Mr. Alok Prasad (DIN: 00080225) as an Independent Director (for 2^nd term) of the Company for a period of 5 (five) years w.e.f. August 8, 2023.

Mr. Aalok Jayendra Patel (DIN-02482747) was appointed as a Joint Managing Director for a period of 5 years with effect from August 21,2019 and accordingly he holds office upto August 21, 2024. After considering his performance and valuable contribution to the Company and based on the recommendation made by Nomination & Remuneration Committee, the Board has reappointed him as a Joint Managing Director for

a period of 5 years with effect from August 21, 2024. The Company has sought approval of the Members for reappointment of Mr. Aalok Jayendra Patel at the ensuing AGM of the Company.

Further, in terms of the Listing Regulations, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. Mrs. Ritaben Jayendrabhai Patel (DIN: 00011818), will attain the age of 75 years on August 27, 2025, resolution seeking her re-appointment and continuation as Non-executive Director form part of the Notice of ensuing AGM. Brief profile of Mrs. Ritaben Jayendrabhai Patel is provided in the Report on Corporate Governance and Notice of AGM.

c) Cessation

During the year under review, Mr. Mridul Arora (DIN-03579584), Nominee Director of the Company has given his resignation from the office of Directorship due to withdrawal of nomination by Elevation Capital V Limited as their shareholding got fallen below 20%. The Board had accepted his resignation in the board meeting held on February 03, 2024 and placed on record its appreciation & deep gratitude for the valuable guidance as a member of the Board.

d) Completion of tenure

During the year FY 2024-25, Mr. R. K. Nagpal (DIN: 00073205) completed his second and final term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. the close of business hours on July 2, 2024. The Board placed on record its appreciation & deep gratitude for the valuable guidance as a member of the Board.

e) Key Managerial Personnel (KMP)

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1) Mr. Jayendrabhai B. Patel - Vice Chairman & Managing Director and C.E.O.

2) Mr. Aalok J. Patel - Joint Managing Director

3) Mr. Vivek A. Modi - Chief Financial Officer

4) Mr. Jaimish G. Patel - Company Secretary & Compliance Officer

14. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2023-24 met 5 (five) times and Audit Committee met 5 (five) times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

15. NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178(1) of the Companies Act, 2013 the Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

16. REMUNERATION POLICY

Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in the Board meeting, subject to the subsequent approval of the shareholders at the ensuing Annual General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such:

• Level of skill, knowledge and core competence of individual.

• Functions, duties and responsibilities.

• Company''s performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arise, strike a balance between the fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goal. The Nomination & Remuneration Committee of Board of Directors shall recommend periodic revision in the remuneration of Executive Directors to the Board and the Board shall fix their remuneration taking into consideration above factors as also ceiling limits prescribed under the Companies Act, 2013 and other statutes. The same shall also be approved by the shareholders where required.

Remuneration to Non-Executive Directors

Non-Executive Directors are paid sitting fees for each meeting of the Board and Committees of Directors attended by them. They are also given the traveling and other expenses they incur for attending to the Company''s affairs, including attending Committee, Board and General meetings of the Company.

Remuneration of KMP (Excl. MD) & Other Employees

The authority to structure remuneration for KMP (Excl. M.D.) & other employees and the annual revision thereof has been delegated to the Managing Director and Joint Managing Director of the Company, based on Company performance, individual performance evaluation, recommendations of respective functional heads and other factors having a bearing.

If there is any specific regulatory requirement for fixation / revision of remuneration of KMP or any other employee, by the Board or any committee, then the same shall be done in compliance thereof.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per "Annexure-2".

However, the information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity. There were no complaints / cases filed / pending with the Company during the financial year.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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 ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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 Companies Act, 2013 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) That the Directors have laid down internal financial controls to be followed by the Company and that the financial controls are adequate and are operating effectively; and

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.

20. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective

independent judgment and without any external influence.

22. FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at https:// armanindia.com/policyncode.aspx ^ Familiarization Programme for Independent Directors.

23. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors

The term of office of M/s Talati & Talati LLP, Chartered Accountants, (Firm Registration No. 110758W/W100377), as Statutory Auditors of the Company will conclude from the close of the ensuing Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s Talati & Talati LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Laxminiwas & Co., Chartered Accountants (FRN: 011168S) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Member''s attention is drawn to a Resolution proposing the appointment of M/s Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 3 of the Notice convening the Annual General Meeting. Further, the report of M/s Talati & Talati LLP, the Statutory Auditors, along with notes to Financial Statements is enclosed to this annual report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has appointed M/s GKV & Associates, Practicing Company Secretary (Membership No.: F12366 and Certificate of Practice No.: 19866) to undertake the Secretarial Audit of the Company for the financial year 2024-25.

Further, in terms of the provisions of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, M/s GKV & Associates has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as "Annexure-3" to this Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

24. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link https://armanindia.com/policyncode.aspx ^ Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions.

25. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations and has also adopted a Risk Management Policy. The details of the Risk

Management Committee are disclosed in the Corporate Governance Report.

The Company has a risk management framework and Board members are periodically informed about the proceedings of the Risk Management Committee to ensure management controls risk by means of a properly designed framework. The Board is kept apprised of the proceedings of the meetings of the Risk Management Committee. The Company, as it advances towards its business objectives and goals, is often subjected to various risks.

Risk Management is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management while looking to optimize the returns that go with that risk.

26. INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter information technology controls. Internal audits of the Company are regularly carried out to review the internal control systems. Further, the Company has been conducting management audit report by an external agency. The Internal Audit Report and Management Audit Report, along with auditor''s recommendations and implementation contained therein are regularly reviewed by the Audit Committee of the Board. Internal Auditor has verified the key internal financial control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

27. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

28. INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit

Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization''s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations. The audit plan is approved by the Audit Committee, which regularly reviews compliance to the plan.

29. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board as a whole, individual directors and its various Committees is being made.

It includes circulation of evaluation response / feedback sheet separately for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Managing Director / Chief Executive Officer / Chairperson of the Company.

The evaluation of Board as a whole, individual directors and its various Committees is being carried out by the Nomination & Remuneration Committee of the Company and subsequently it gives the report of evaluation to the Board for review.

30. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the M/s. GKV & Associates, Practicing Company Secretary, confirming the level of compliance is attached and forms a part of the Board''s Report.

31. DEPOSITORY SYSTEM

The Company''s Equity Shares are compulsorily tradable in electronic form. As on March 31, 2024, out of the Company''s total equity paid-up share capital comprising of 1,04,76,774 Equity Shares, only 1,12,910 (1.08%) Equity Shares were in physical form and the remaining capital was in dematerialised form.

As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities is not processed from April 1,2019 unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form. Therefore, Members holding securities in physical form are requested to take necessary action to dematerialize their holdings.

32. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company''s website at the link: https:// armanindia.com/policyncode.aspx ^ Whistle Blower Policy

33. GREEN INITIATIVE

In accordance with the ''Green Initiative'', the Company has been sending the Annual Report / Notice of AGM in electronic mode to those shareholders whose Email Ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

34. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2023-24 is available on the website of the Company at https://armanindia.com/OtherReports. aspx?Page=Annual-return

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO A. Conservation of energy and technology

absorption:

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo:

The details of foreign exchange earnings and outgo during the year under review given below: There were no foreign exchange earnings during the year (previous year also Nil) while the expenditure in foreign currency by the Company during the year was USD equivalent of C49,73,100/-(previous year: C28,87,500/-) towards the due diligence fees; USD equivalent of C5,53,230/-(previous year: Nil) towards the legal fees; and USD equivalent of C41,30,600/- (previous year: Nil) towards interest on Compulsorily Convertible Debentures.

36. SHARES & SHARE CAPITAL

• Authorized Share Capital:

The authorized share capital of the Company is 1,40,00,000 ordinary equity shares of the face value of C10/- each aggregating to C 14,00,00,000/-and 10,00,000 Preference Shares of C10/- each aggregating to C 1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2024, the Company''s paid-up Equity Share Capital was C 10,47,67,740/- divided into 1,04,76,774 Equity Shares of C10/- each.

• Buy Back of Securities:

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

• Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares:

No Bonus Shares were issued during the year under review.

• Allotment of Equity Shares pursuant to Compulsorily Convertible Debentures (CCDs) and Optionally Convertible Redeemable Preference Shares (OCRPS)

During the financial year under the review your Company has allotted 9,35,360 Equity shares pursuant to conversion of 6,24,388 Unsecured Compulsorily Convertible Debentures ("CCDs") and 3,10,972 Optionally Convertible Redeemable Preference Shares ("OCRPS").

• Employees Stock Option Plan

During the financial year under review, your Company has approved ''Arman -Employee Stock Option Plan - 2023'' ("ESOP Plan 2023") consisting of 300,000 options of equity shares of face value C10/-. The Company has granted 1,48,600 ESOPs on August 14, 2023 to the eligible employees of the Company/ Subsidiary Company pursuant to ''Arman -Employee Stock Option Plan - 2023'' ("ESOP Plan 2023").

There has been no material change in "Arman Employee Stock Option Plan 2016" during the year under review. Both the ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBSE Regulations").

During the financial year under the review, your Company has allotted 1,245 ordinary equity shares of C10/- each on May 18, 2023 to the eligible employees of the Company/ Subsidiary Company pursuant to ''Arman Employee Stock Option Plan 2016''. Particulars of Employee Stock Options granted, vested, exercised and allotted are given in "Annexure-4".

• Issue of Equity Shares under Qualified Institutions Placement

During the financial year under review, your Company had issued and allotted 10,47,835 equity shares of face value C10/- at a price of C2,195.00 per Equity Share under Qualified Institutions Placement issue pursuant to the resolution of the Board of Directors dated August 14, 2023, special resolution of the shareholders of the Company passed on September 29, 2023 authorizing the issue of Equity Shares, the placement agreement dated December 19, 2023 and resolution of Issue and Allotment Committee passed on December 23, 2023 authorizing the allotment of Equity Shares.

With respect to disclosure under Regulation 32(7A) of SEBI Listing Regulations, the Audit Committee and the Board at its meeting held on February 03, 2024, had reviewed, and confirmed that the funds raised through QIP issue during the year have been fully utilised for the intended object as mentioned in the placement document and there was no deviation or variation in utilisation of the said funds.

37. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your Company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the website of the Company at https:// armanindia.com/policyncode.aspx ^ Corporate Social Responsibility Policy.

Further, the details including Composition of the CSR Committee, the CSR Policy and the CSR Report are given at "Annexure-5".

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Your Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on March 31, 2024. Accordingly, pursuant to Regulation 34 (2) (f) of SEBI Listing Regulations, Company is required to submit a Business Responsibility Sustainability Report ("BRSR") as a part of the Annual Report. The Company''s BRSR describing the initiatives taken by the Company is uploaded on the website of the Company at https://armanindia.com/OtherReports. aspx?Page=BRSR ^ BRSR 2023-24.

39. CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of Code of Conduct signed by Managing Director & CEO of the Company is included as a part of this Annual Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s discussion and analysis forms a part of this annual report and is annexed to the Board''s report.

41. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

42. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

43. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

44. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The Company has not made any such valuation during the FY24.

45. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory / government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.

---

Mar 31, 2023

Board''s Report

The Board of Directors of the Company with immense pleasure present their 31^st Director''s Report together with the
Audited Financial Statement for the year ended on March 31, 2023.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles
are a blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Total Revenue	42,390.47	23,500.56	9,614.02	6,621.85
Profit Before Interest and Depreciation	29,810.49	13,592.12	6,841.76	3,929.00
Finance Charges	17,199.63	8,945.03	3,069.78	1,789.01
Depreciation	115.49	95.27	13.03	10.03
Net Profit Before Tax	12,495.37	4,551.82	3,758.95	2,129.96
Current Tax	2,832.90	1,495.10	787.90	490.10
Deferred Tax (Asset)/Liability	266.24	(115.84)	134.90	16.42
Short/(Excess) provision of income tax of earlier year	15.10	0.28	0.00	0.00
Net Profit After Tax	9,381.13	3,172.28	2,836.15	1,623.44
Basic Earnings Per Share (In C)	110.47	37.36	33.40	19.12
Diluted Earnings Per Share (In C)	107.28	37.35	33.02	19.12

2. OPERATIONS

Your Company continues to engage in the business
of Asset Finance, MSME and Microfinance. The
Parent Company, Arman Financial Services Limited,
is engaged in two-wheeler finance and MSME;
while the microfinance business is managed
through Arman''s wholly owned subsidiary, Namra
Finance Limited. The financial statements of both
Arman and Namra, as well as the consolidated
financials of Arman are included within the
Annual Report.

Consolidated Performance Highlights

• AUM was C1,942.93 Crores in FY 2022-23 as
compared to C1,233.22 Crores in FY 2021-22,
increased by 58%.

• Disbursement was C1,766.75 Crores in FY
2022-23 as compared to C1,023.29 Crores in
FY 2021-22, increased by 73%.

• Total income was C423.91 Crores in
FY 2022-23 as compared to C235.01 Crores in
FY 2021-22, increased by 80%.

• Profit before taxes was C124.95 Crores in
FY 2022-23 as compared to C45.52 Crores in
FY 2021-22, increased by 174%.

• Profit for the year attributable to owners of the
Company was C93.81 Crores in FY 2022-23
as compared to C31.72 Crores in FY 2021-22,
increased by 196%.

• The basic Earning Per Share was C110.47 as
compared to C37.36, increased by 196%.

• The diluted Earning Per Share was C107.28 as
compared to C37.35, increased by 187%.

Standalone Performance Highlights

• AUM was C315.29 Crores in FY 2022-23 as
compared to C211.22 Crores in FY 2021-22,
increased by 49%.

• Disbursement was C281.86 Crores in FY 2022¬
23 as compared to C183.18 Crores in FY 2021¬
22, increased by 54%.

• Total income was C96.14 Crores in FY 2022-23
as compared to C66.22 Crores in FY 2021-22,
increased by 45%.

• Profit before taxes was C37.59 Crores in FY
2022-23 as compared to C21.30 Crores in FY
2021-22, increased by 77%.

• Profit for the year attributable to owners of the
Company was C28.36 Crores in FY 2022-23
as compared to C16.23 Crores in FY 2021-22,
increased by 75 %.

• The basic Earnings Per Share was C33.40 as
compared to C19.12, increased by 75%.

• The diluted Earnings Per share was C33.02 as
compared to C19.12, increased by 73%.

3. DIVIDEND

In order to conserve capital, the Directors of your
Company do not recommend any dividend payment
at the ensuing Annual General Meeting ("AGM”).

The Dividend Distribution Policy of the Company
approved by the Board is in line with the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”). The
Policy has been uploaded on the website of the
Company at https://armanindia.com/policyncode.
aspx -> Dividend Distribution Policy.

4. APPROPRIATIONS

The Company proposes to transfer C568.00 Lakhs
(previous year C325 Lakhs) to Special Reserve
created u/s 45-IC of the Reserve Bank of India Act,
1934 ("RBI Act”). The Company has also transferred
C10.00 Lakhs (previous year C10.00 Lakhs) to the
general reserve.

5. COST RECORDS

The Company is not required to maintain cost
records as per the provisions of Section 148(1) of the
Companies Act, 2013.

6. MATERIAL CHANGES & COMMITMENT AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments,
that would affect financial position of the Company
from the end of the financial year of the Company to
which the financial statements relate and the date of
the director''s report.

7. CREDIT RATING & GRADING

During the year under review, Acuite reviewed the
ratings on various bank facilities and debt instrument
of the Company and it''s subsidiary. Acuite has
reaffirmed its rating for long term bank facility
and debt instruments to "ACUITE A-”; (A minus;
outlook stable).

CARE has also reaffirmed its rating for various
Non-Convertible Debentures ("NCDs”) at "CARE
BBB ”; stable (Triple B plus; outlook stable). The
Grading of Namra Finance Limited (WOS) was
also upgraded to ''MFI 1'' (MFI one) by CARE
Advisory Research & Training Limited during the
year 2022-23.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

The Company has one wholly owned subsidiary,
named ''Namra Finance Limited'' as on date. During
the year, no changes took place in the group
corporate structure of your Company. The Company
has formulated a policy for determining ''material''
subsidiaries pursuant to the provisions of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations”). The
said policy is available at the Company website at
the link https://armanindia.com/policyncode.aspx ->
Policy for Material Subsidiary.

The consolidated financial statements presented
by the Company include financial information of its
subsidiary prepared in compliance with applicable
accounting standards. The salient features of Namra
Finance Limited in Form AOC-1 is attached hereunder
as per "Annexure-1” as required under Section 129
(3) of the Companies Act, 2013.

Further pursuant to Section 136 of Companies
Act, 2013, financial statements of the Company,
consolidated along with relevant documents and
separate audited accounts in respect of subsidiary
are available on the website of the Company.

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has
further invested C80.00 Crore in Namra Finance
Limited (wholly owned subsidiary) by subscribing
80,00,000 Lakhs equity shares of C10/- each at the
rate of C100.00 per share (including premium of
C90.00 per share). Total investment in wholly owned
subsidiary stood at C185.63 Crore.

10. SURRENDERED RBI CATEGORY "A" LICENSE

The Board of Directors of the Company in its meeting
held on Feb 23, 2023, has voluntarily decided to
convert it''s license from "Deposit taking” to "Non¬
Deposit taking” after considering the fact that from
the inception of the Company in the year 1992, the
Company has neither solicited nor received any
public deposits and merely holding the deposit taking
license was neither a business necessity nor serving
the Company''s best interests. RBI has accepted
Company''s request for convert itself from "Deposit
taking” to "Non-Deposit taking” and has issued a new
license of Non Deposit Taking NBFC (NBFC -ICC)
dated May 12, 2023.

11. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed
dividend for the year 2014-15 of C3,52,038/- to
Investor Education and Protection Fund (IEPF)
pursuant to provision of Section 124 of the Companies
Act, 2013 which remained unclaimed for a period of
more than seven years.

Members desirous of claiming their shares and
dividend which have been transfered to the IEPF,
may refer to the refund procedure, as detailed on
www.iepf.gov.in. Underlying shares on which dividend
has remained unclaimed from FY 2015-16 onwards,
will be due for transfer to IEPF account during the year
and individual notices to that effect has been sent
to concerned shareholders. Shareholders who have
not yet encashed their unclaimed/unpaid amounts
are requested to correspond with the Company''s
Registrar and Transfer Agents, at the earliest to avoid
transfer of dividend and underlying shares to IEPF.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY

Except the loans, guarantees and investments made
in subsidiary Company, there were no other loans,
guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during
the year under review and hence the said provision is
not applicable.

13. PUBLIC DEPOSITS

During the year under review, your Company has not
accepted or renewed any Deposit within the meaning
of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
2014. Hence, the requirement of furnishing details of

deposits which are not in compliance with Chapter V
of the Companies Act, 2013 is not applicable.

14. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The composition of the Board is in accordance
with the provisions of Section 149 of the Act and
Regulation 17 of the SEBI Listing Regulations, with an
appropriate combination of Non-Executive Directors
and Independent Directors. The complete list of
Directors of the Company has been provided as part
of the Corporate Governance Report.

The Board of Directors consists of 9 (Nine) members,
of which 4 (Four) are Independent Directors and
1 (One) is a Nominee Director. The Board also
comprises of 2 (two) women Directors, including 1
(one) Independent Director. In accordance with the
Articles of Association of the Company and pursuant
to the provisions of Section 152 of the Companies
Act, 2013, Mr. Aakash Patel [DIN- 02778878] and Mrs.
Ritaben Patel [DIN- 00011818] will retire by rotation at
the ensuing AGM and being eligible, offer themselves
for reappointment.

The terms and conditions of appointment of
Independent Directors are available on the website
of the Company at https://armanindia.com/
policyncode.aspx -> Policy for Appointment of
Independent Director. The Board is of the opinion that
the Independent Directors of the Company possess
requisite qualifications, experience, expertise and
hold highest standards of integrity.

a) Key Managerial Personnel (KMP)

The Board has identified the following officials
as Key Managerial Personnel pursuant to
Section 203 of the Companies Act, 2013:

1) Mr. Jayendrabhai B. Patel - Vice
Chairman & Managing Director and C.E.O.

2) Mr. Aalok J. Patel - Joint
Managing Director

3) Mr. Vivek A. Modi - Chief Financial Officer

4) Mr. Jaimish G. Patel - Company Secretary
& Compliance Officer

15. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2022-23 met
6 (six) times and Audit Committee met 4 (four)
times. All the recommendations made by the Audit
Committee during the year were accepted by the
Board. The details of the constitution and meetings

of the Board and the Committees held during the year
are provided in the Corporate Governance Report
which forms part of this Annual Report.

16. NOMINATION AND REMUNERATION
COMMITTEE

As per the Section 178(1) of the Companies Act,
2013 the Company has constituted Nomination
and Remuneration Committee, details of which are
provided in the Corporate Governance Report which
forms part of this Annual Report.

17. REMUNERATION POLICYRemuneration to Executive Directors

The remuneration paid to Executive Directors is
recommended by the Nomination and Remuneration
Committee and approved by Board in the Board
meeting, subject to the subsequent approval of the
shareholders at the ensuing Annual General Meeting
and such other authorities, as may be required. The
remuneration is decided after considering various
factors such:

• Level of skill, knowledge and core competence
of individual.

• Functions, duties and responsibilities.

• Company''s performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arise, strike a balance
between the fixed and incentive pay reflecting short
and long-term performance objectives appropriate
to the working of the company and its goal. The
Nomination & Remuneration Committee of Board of
Directors shall recommend periodic revision in the
remuneration of Executive Directors to the Board
and the Board shall fix their remuneration taking into
consideration above factors as also ceiling limits
prescribed under the Companies Act, 2013 and other
statutes. The same shall also be approved by the
shareholders where required.

Remuneration to Non-Executive Directors

Non-Executive Directors are paid sitting fees for each
meeting of the Board and Committees of Directors
attended by them. They are also given the traveling
and other expenses they incur for attending to the
Company''s affairs, including attending Committee,
Board and General meetings of the Company.

Remuneration of KMP (Excl. MD) & Other
Employees

The authority to structure remuneration for KMP

(Excl. M.D.) & other employees and the annual revision
thereof has been delegated to the Managing Director
and Joint Managing Director of the Company, based
on Company performance, individual performance
evaluation, recommendations of respective
functional heads and other factors having a bearing.

If there is any specific regulatory requirement for
fixation / revision of remuneration of KMP or any
other employee, by the Board or any committee, then
the same shall be done in compliance thereof.

18. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12)
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is furnished hereunder as per "Annexure-2”.

However, the information required pursuant to
Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of
the Company, will be provided upon request. In terms
of Section 136(1) of the Companies Act, 2013, the
Report and Accounts are being sent to the Members
and others entitled thereto, excluding the information
on employees'' particulars which is available for
inspection by the Members at the Registered office
of the Company during business hours on working
days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write
to the Company Secretary in this regard.

19. DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at
workplace. Further, the Company has constituted an
Internal Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, where complaints in the nature
of sexual harassment can be registered. Appropriate
reporting mechanisms are in place for ensuring
protection against sexual harassment and the right
to work with dignity. There were no complaints /
cases filed / pending with the Company during the
financial year.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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 ended on March 31, 2023, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

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, 2023 and of the profit and loss
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 Companies Act, 2013 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) That the Directors have laid down internal
financial controls to be followed by the
Company and that the financial controls are
adequate and are operating effectively; and

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.

21. SECRETARIAL STANDARDS

The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board Meetings and
General Meetings.

22. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the
declaration of independence, pursuant to the
provisions of Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations, stating that
they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulations 16(1)
(b) of the SEBI Listing Regulations and they are not
aware of any circumstance or situation, which exist

or may be reasonably anticipated, that could impair
or impact his / her ability to discharge his / her duties
with an objective independent judgment and without
any external influence.

23. FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent
Directors with the Company, their roles,
responsibilities in the Company, nature of industry
in which the Company operates, business model
of the Company, etc. The details relating to the
familiarization programme are available on the
website of the Company at https://armanindia.com/
policyncode.aspx -> Familiarization Programme For
Independent Directors.

24. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors

Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013 and the rules made thereunder
and RBI requirements, the Members at their 29^th
AGM held on September 29, 2021, has appointed
M/s Talati & Talati LLP, Chartered Accountants,
(Firm Registration No. 110758W/W100377), as the
Statutory Auditors of the Company for a term of three
years, i.e., from the conclusion of 29^th AGM till the
conclusion of the 32^nd AGM.

The Auditors'' Report to the Members for the year
under review is unmodified. The Notes to the
Accounts referred to in the Auditors'' Report are self¬
explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Act.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company has appointed M/s
GKV & Associates, Practicing Company Secretary
(Membership No.: F12366 and Certificate of Practice
No.: 19866) to undertake the Secretarial Audit of the
Company for the financial year 2022-23.

Further, in terms of the provisions of Regulation
24A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Circular
No. CIR/ CFD/CMD1/27/2019 dated February 8,
2019 issued by SEBI, M/s GKV & Associates has
issued the Annual Secretarial Compliance Report,

confirming compliance by the Company of the
applicable SEBI regulations and circulars / guidelines
issued thereunder.

The Secretarial Audit Report is appended as
"Annexure-3” to this Report. There is no adverse
remark, qualification, reservation or disclaimer in the
Secretarial Audit Report.

25. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s
length basis, in the ordinary course of business and
are in compliance with the applicable provisions
of the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015. There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which
may have potential conflict with the interest of the
Company at large or which warrants the approval of
the shareholders. Accordingly, no transactions are
being reported in Form AOC-2 in terms of Section
134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of the
transactions with Related Party are provided in the
Company''s financial statements in accordance with
the Accounting Standards.

All Related Party Transactions are presented to the
Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board, may be accessed on the
Company''s website at the link https://armanindia.
com/policyncode.aspx -> Policy on Materiality of
Related Party Transactions and Dealing with Related
Party Transactions.

26. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management
Committee in terms of the requirements of
Regulation 21 of the Listing Regulations and has also
adopted a Risk Management Policy. The details of
the Risk Management Committee are disclosed in
the Corporate Governance Report.

The Company has a risk management framework
and Board members are periodically informed about

the proceedings of the Risk Management Committee
to ensure management controls risk by means of
a properly designed framework. The Board is kept
apprised of the proceedings of the meetings of the
Risk Management Committee. The Company, as it
advances towards its business objectives and goals,
is often subjected to various risks.

Risk Management is at the core of our business and
ensuring we have the right risk-return trade-off in
line with our risk appetite is the essence of our Risk
Management while looking to optimize the returns
that go with that risk.

27. INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of
Internal Control to ensure compliance with policies
and procedures. It is being constantly assessed and
strengthened with new / revised standard operating
procedures and tighter information technology
controls. Internal audits of the Company are
regularly carried out to review the internal control
systems. Further, the Company has been conducting
management audit report by an external agency.
The Internal Audit Report and Management Audit
Report, along with auditor''s recommendations and
implementation contained therein are regularly
reviewed by the Audit Committee of the Board.
Internal Auditor has verified the key internal financial
control by reviewing key controls impacting financial
reporting and overall risk management procedures of
the Company and found the same satisfactory. It was
placed before the Audit Committee of the Company.

28. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an
adequate internal financial controls system and such
internal financial controls were operating effectively
based on the internal control criteria established by the
Company considering the essential components of
internal control, stated in the Guidance Note on Audit
of Internal Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India.

29. INTERNAL AUDIT

The Company has in place an adequate internal audit
framework to monitor the efficacy of internal controls
with the objective of providing to the Audit Committee
and the Board of Directors, an independent and
reasonable assurance on the adequacy and
effectiveness of the organization''s risk management,
internal control and governance processes. The

framework is commensurate with the nature of the
business, size, scale and complexity of its operations.
The audit plan is approved by the Audit Committee,
which regularly reviews compliance to the plan.

30. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act and
the SEBI Listing Regulations, the Board has carried
out an annual evaluation of its own performance,
performance of the Directors individually and the
Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and
the Board have laid down the manner in which
formal annual evaluation of the performance of the
Board as a whole, individual directors and its various
Committees is being made.

It includes circulation of evaluation response /
feedback sheet separately for evaluation of the
Board and its Committees, Independent Directors /
Non-Executive Directors / Managing Director / Chief
Executive Officer / Chairperson of the Company.

The evaluation of Board as a whole, individual
directors and its various Committees is being carried
out by the Nomination & Remuneration Committee of
the Company and subsequently it gives the report of
evaluation to the Board for review.

31. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate
Governance in all our interactions with our
stakeholders. The Company has conformed to
the Corporate Governance code as stipulated
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A separate section
on Corporate Governance along with a certificate
from the M/s. GKV & Associates, Practicing Company
Secretary, confirming the level of compliance is
attached and forms a part of the Board''s Report.

32. DEPOSITORY SYSTEM

The Company''s Equity Shares are compulsorily
tradable in electronic form. As on March 31,2023, out
of the Company''s total equity paid-up share capital
comprising of 84,92,334 Equity Shares, only 1,48,810
(1.75%) Equity Shares were in physical form and the
remaining capital was in dematerialised.

As per SEBI notification No. SEBI/LAD-NRO/
GN/2018/24 dated June 8, 2018 and further
amendment vide notification No. SEBI/LAD-NRO/

GN/2018/49 dated November 30, 2018, requests
for effecting transfer of securities is not processed
from April 1,2019 unless the securities are held in the
dematerialised form with the depositories.

Further, transmission or transposition of securities
held in physical or dematerialised form is also
effected only in dematerialised form. Therefore,
Members holding securities in physical form are
requested to take necessary action to dematerialize
their holdings.

33. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower
Policy, whereby employees and other stakeholders
can report matters such as generic grievances,
corruption, misconduct, illegality and wastage /
misappropriation of assets to the Company. The
policy safeguards the whistle blowers to report
concerns or grievances and also provides direct
access to the Chairman of the Audit Committee. The
details of the Whistle Blower Policy are available on
Company''s website at the link: https://armanindia.
com/policyncode.aspx -> Whistle Blower Policy

34. GREEN INITIATIVE

In accordance with the ''Green Initiative'', the Company
has been sending the Annual Report / Notice of AGM
in electronic mode to those shareholders whose
Email Ids are registered with the Company and /
or the Depository Participants. Your Directors are
thankful to the Shareholders for actively participating
in the Green Initiative.

35. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of
the Act, the Annual Return in form MGT-7 for the
Company for the financial year 2022-23 is available
on the website of the Company at https://armanindia.
com/OtherReports.aspx?Page = Annual-return
->Annual Return 2022-23

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO

A. Conservation of energy and technology
absorption:

Since the Company does not carry out any
manufacturing activity, the particulars regarding
conservation of energy, technology absorption and
other particulars as required by the Companies
(Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo:

There were no foreign exchange earnings during the
year (previous year also Nil) while the expenditure
in foreign currency by the Company during the year
was USD equivalent of C28,87,500 (previous year: Nil)
towards due diligence fees.

37. SHARES & SHARE CAPITAL

• Authorized Share Capital:

During the year under review, the authorized
share capital of the Company was reclassified
to 1,40,00,000 ordinary equity shares of
the Company of the face value of C10/-
each aggregating to C14,00,00,000/- and
10,00,000 Optionally Convertible Redeemable
Preference Shares of C10/- each aggregating to
C1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2023, the Company''s paid-up
Equity Share Capital was C8,49,23,340/- divided
into 84,92,334 Equity Shares of C10/- each and
Optionally Convertible Redeemable Preference
Shares capital was C31,09,720/- divided into
3,10,972 Optionally Convertible Redeemable
Preference Shares.

• Buy Back of Securities:

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

• Sweat Equity:

The Company has not issued any Sweat Equity
Shares during the year under review.

• Bonus Shares:

No Bonus Shares were issued during the year
under review.

• Issue of Compulsorily Convertible

Debentures (CCDs)

Your Company has issued and allotted
6,24,388 Unsecured Compulsorily Convertible
Debentures ("CCDs”) of C1,230/- each
aggregating C76.80 cr. on September 28,
2022 on a private placement basis to various
investors pursuant to shareholder''s approval
obtained in Extra Ordinary General meeting of
the Company held on September 15, 2022.

The CCDs shall carry a coupon of 15% (fifteen
percent) simple interest per annum calculated
on the basis of a 365 (three hundred sixty
five) day year and the actual number of days

elapsed. These CCDs will be converted into
6,24,388 ordinary equity shares of Rs.10/- each
on the earlier of following events:

a) the Investor electing to convert the CCDs
into equity shares by issuing a conversion
notice to the Company; and

b) the date of expiry of 18 (eighteen) months
from the date of allotment of CCDs
("Conversion Date”).

• Issue of Optionally Convertible Redeemable
Preference Shares (OCRPS)

Your Company has issued and allotted
3,10,972 Optionally Convertible Redeemable
Preference Shares ("OCRPS”) of C10/- each at
a premium of C1,220/- per shares aggregating
C38.25 cr. on September 28, 2022 on a private
placement basis to various investors pursuant
to shareholder''s approval obtained in Extra
Ordinary General meeting of the Company held
on September 15, 2022.

The OCRPS shall carry a cumulative right of
dividend at a fixed amount of C123/- (Indian
Rupees One Hundred and Twenty Three only)
per annum out of the profits of the Company
and the payment of such dividend shall have
priority over any dividend rights of the equity
shares of the Company.

The OCRPS will either:

a) be convertible into equivalent of 3,10,972
equity shares of the face value of C10/-
each of the Company, at a conversion
price of C1,230/- per equity share
(including a premium of C1,220/- per
share) at the option of the allottee within
a period not exceeding 18 months from
the date of allotment of OCRPS; or

b) be redeemed at a price of C1,230/-
per OCRPS at the option of the
allottee if the allottee chooses not to
convert the OCRPS.

• Employees Stock Option Plan

There has been no material change in the ESOP
Schemes during the year under review. The
ESOP Scheme is in compliance with the SEBI
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SBSE Regulations”).

During the financial year under the review, the
Company has allotted 750 ordinary equity

shares of C10/- each on May 17, 2022 to the
eligible employees of the Company/ Subsidiary
Company pursuant to ''Arman Employee Stock
Option Plan 2016''. Particulars of Employee
Stock Options granted, vested, exercised and
allotted are given in "Annexure-4”.

38. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your
Company has constituted a Corporate Social
Responsibility ("CSR”) Committee. The CSR
Committee has formulated and recommended to the
Board, a Corporate Social Responsibility Policy ("CSR
Policy”) indicating the activities to be undertaken by
the Company, which has been approved by the Board.
The CSR Policy is available on the website of the
Company at https://armanindia.com/policyncode.
aspx-> Corporate Social Responsibility Policy.

Further, the details including Composition of the CSR
Committee, the CSR Policy and the CSR Report are
given at "Annexure-5”.

39. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING

Your Company forms part of the top 1000 listed
entities on BSE Limited and National Stock
Exchange of India Limited as on March 31, 2023.
Accordingly, pursuant to Regulation 34 (2) (f) of
SEBI Listing Regulations, Company is required to
submit a Business Responsibility Sustainability
Report ("BRSR”) as a part of the Annual Report. The
Company''s BRSR describing the initiatives taken
by the Company is uploaded on the website of the
Company at https://armanindia.com/OtherReports.
aspx?Page=BRSR -> BRSR 2022-23.

40. CODE OF CONDUCT

The Code of Conduct for all Board members and
Senior Management of the Company have been laid
down and are being complied with in words and spirit.
The compliance on declaration of Code of Conduct
signed by Managing Director & CEO of the Company
is included as a part of this Annual Report.

41. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management''s discussion and analysis forms a
part of this annual report and is annexed to the
Board''s report.

42. DETAILS OF FRAUDS REPORTED BY THE
AUDITORS

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditor have reported
to the Audit Committee under Section 143(12) of
the Companies Act, 2013 any instances of fraud
committed against the Company by its officers
or employees.

43. ANY SIGNIFICANT AND MATERIAL ORDER
PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

There is no significant material order passed by
the Regulators / Courts which would impact the
going concern status of the Company and its
future operations.

44. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There was no proceeding initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 during the financial year under review.

45. DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

The Company has not made any such valuation
during the FY23.

46. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the
employees, customers, suppliers, investors, lenders,
regulatory / government authorities and stock
exchanges for their co-operation and support and
look forward to their continued support in future.

For and on behalf of the Board of Directors of,
Arman Financial Services Limited

Jayendra Patel Aalok Patel

Date: August 14, 2023 (Vice Chairman & Managing Director) (Joint Managing Director)

Place: Ahmedabad DIN: 00011814 DIN: 02482747

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 26th Director’s Report of your Company together with the Audited Financial Statement for the year ended on 31st March, 2018.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles are a blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Total Revenue	80,03,47,585	53,59,44,111	27,31,96,179	16,57,75,976
Profit Before Interest and Depreciation	46,42,69,355	32,68,70,879	15,43,31,042	8,69,19,162
Finance Charges	36,26,07,844	22,52,46,066	10,84,86,332	4,80,01,495
Provision for Depreciation	37,32,412	29,42,396	10,71,855	11,06,664
Net Profit Before Tax	9,79,29,099	9,86,82,417	4,47,72,855	3,78,11,003
Provision for Tax	3,11,84,709	3,62,10,000	1,38,40,000	1,31,10,000
Deferred Tax (Asset)/Liability	(62,12,318)	(7,64,020)	(11,26,905)	(2,77,859)
Net Profit After Tax	7,29,56,708	6,32,36,437	3,20,59,760	2,49,78,862

2. OPERATIONS

Your Company is engaged in the business of Asset Finance, MSME and Microfinance. The Parent Company, Arman Financial Services Limited, is engaged in Asset Finance viz. two-wheeler finance and MSME; while the Microfinance business is managed through Arman’s wholly owned subsidiary, Namra Finance Limited. The financial statements of both Arman and Namra, as well as the consolidated financials of Arman are included within the Annual Report.

Financial year 2017-18 was a remarkable year for the Company, in many ways. The first two quarters were defined by steady recovery after the demonetization event of November 2017. The last two quarters were of unparalleled growth in Disbursements, Assets Under Management (AUM), and Profits as well. The AUM of the Company increased from RS. 192 crores to RS. 424 crores, a 121% increase. Consolidated disbursements totaled RS. 542 crores compared to RS. 247 crores the previous year, a 119% increase.

In FY 2018, the Board and the Shareholders approved an equity infusion by a SAIF Partners managed fund. The deal was concluded in April 2018. The investment came in the form of Compulsory Convertible Debentures (CCDs), and will almost double the net worth of the Company on a fully diluted basis. The equity infusion will be used by the Company to increase the AUM, both with the proceeds and the higher leveraging allowable with the increased net worth.

Income from operations during the year under review was RS. 80.03 crores against RS. 53.59 crores for the previous year, resulting in an increase of 49%. Earnings before Interest & Taxes (EBIT) for the current year is RS. 46.05 crores (RS. 32.39 crores in previous year) thereby resulting in increase of 42%. Net Profit after Taxes amounted to RS. 7.30 crores (RS. 6.32 crores in previous year) thereby resulting in increase of 16% in the fiscal year.

3. DIVIDEND

Your Directors are pleased to recommend a Dividend of RS. 1.00/- (Previous Year RS. 1.00/-) per equity share of RS. 10/-each (i.e. 10%) for the year ended 31st March, 2018, subject to approval by the members at the ensuing Annual General Meeting.

4. AMOUNTS TRANSFERRED TO RESERVES

The Board of the Company has transferred the amounts to reserve as under:

- Transfer to special reserve as required by section 45-IC of the Reserve Bank of India Act, 1934: RS. 65,00,000/-

- Transfer to general reserve: RS. 10,00,000/-

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of the directors report.

6. CREDIT RATING

The Company’s bank(s) / Financial Institute(s) facilities are rated by CARE Rating Limited. The Company continues to have rating CARE BBB for its working capital facilities and for long term borrowings, which indicates stable outlook regarding timely payment of financial obligations.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one wholly owned subsidiary, named Namra Finance Limited as on date. During the year no changes took place in the group corporate structure of your Company. The Company has formulated a policy for determining ‘material’ subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said policy is available at the Company website at the link https:// www.armanindia.com/corporategovernance.aspx --> Policy For Material Subsidiary.

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Namra Finance Limited in Form AOC-1 is attached hereunder as per “Annexure-1” as required under Section 129 (3) of the Companies Act, 2013.

8. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed dividend for the year 2009-10 of RS. 1,73,168/- to Investor Education and Protection Fund pursuant to provision of Section 124 of the Companies Act, 2013 which remained unclaimed for a period of more than seven years.

Further, during the year 1,13,681 shares on which dividend had remained unclaimed for last 7 years were transferred to Investor Education & Protection Fund in accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, after complying due procedure. Members desirous of claiming their shares and dividend may refer to the refund procedure for claiming the aforementioned amounts/shares transferred to the I EPF Authority, as detailed on www.iepf.gov.in. Underlying shares on which dividend has remained unclaimed from 2010-11 onwards, will be due for transfer to IEPF account during the year and individual notices to that effect will be sent to concerned shareholders. Shareholders who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Company’s Registrar and Transfer Agents, at the earliest to avoid transfer of dividend and underlying shares to IEPF.

9. LOANS, GUARANTEES AND INVESTMENTS

Except the loans, guarantees and investments made in subsidiary Company, there were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10.PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in compliance with Chapter V of the Companies Act, 2013 is not applicable.

11. DIRECTORS AND KMP

The Board of Directors consists of 8 members, of which 3 are Independent Directors and 1 is Nominee Director. The Board also comprises of one women Director. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Ritaben Patel [DIN-00011818] and Mr. Aalok Patel [DIN-02482747] will retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

Mr. Mridul Arora (DIN-03579584) has been appointed as Nominee Director (Non-Executive) w.e.f. 12.04.2018 pursuant to investment agreement executed by Company with SAIF Partners India V Limited and provision of Article of Association of the Company.

Mr. Alok Prasad (DIN: 00080225) has been appointed as an Additional Director (Independent) for a period of five years with effect from 01.08.2018. Brief resumes of the directors being appointed / re-appointed form part of the Notice of the ensuing AGM.

During the year, Mr. Amit Manakiwala, Whole Time Director, has resigned from the Board of Director of the Company. The Board has accepted his resignation w.e.f. 31.08.2017 and also placed on record it’s appreciation for the valuable service, advice and guidance rendered by Mr. Amit Manakiwala as a member of core management team for last 25 years.

Mr. Chinubhai R. Shah, Chairman & Independent Director of the Company has given his resignation from the office of Directorship citing health issue w.e.f. 25.05.2018. The Board has accepted his resignation and placed on record its appreciation & deep gratitude for the valuable guidance and for uninterrupted leadership for last 24 years and acknowledges his integrity, fairness, astute leadership, keen insight and prudent judgment as a member of the Board.

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1. Jayendra Patel - Managing Director and C.E.O.

2. Amit Manakiwala- Whole Time Director (upto 31.08.2017)

3. Aalok Patel - Executive Director & C.F.O. (upto 25.05.2018)

4. Vivek Modi - C.F.O. (w.e.f. 26.05.2018)

5. Jaimish Patel - Company Secretary & Compliance Office

12.MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2017-18 met five times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

13.NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178(1) of the Companies Act, 2013 the Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

14.REMUNERATION POLICY Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in the Board meeting, subject to the subsequent approval of the shareholders at the ensuing Annual General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors

Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

15.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per “Annexure-2”.

However, the information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

16.DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2017-18.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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 ended on 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 31st March, 2018 and of the profit and loss 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 Companies Act, 2013 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) That the Directors have laid down internal financial controls to be followed by the Company and that the financial controls are adequate and are operating effectively; and

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.

18.DECLARATION BY INDEPENDENT DIRECTORS

A declaration of independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the independent directors of the Company.

19.AUDITORS AND AUDIT REPORTS

a) Statutory Auditors

M/s Samir M. Shah & Associates, Chartered Accountants (FRN: 122377W) were appointed as a Statutory Auditors of the Company with the approval of members at the 25th Annual General Meeting to hold office till the conclusion of the 30th Annual General Meeting. As per the recent amendment issued by Ministry of Corporate Affairs, ratification statutory auditors at every AGM is not required and hence your Directors have not proposed the ratification of M/s Samir M. Shah & Associates at ensuing AGM. Auditor’s Report for the year under review does not contain any qualifications, reservations or adverse remarks.

b) 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 Pinakin Shah & Co., a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 201718. The Secretarial Audit Report is annexed herewith as “Annexure-3”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

20. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company’s website at the link https://www.armanindia.com/ corporategovernance.aspx --> Policy For Materiality Of Related Party Transactions

21.RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial asset.

22.INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter information technology controls. Internal audits of the Company are regularly carried out to review the internal control systems. The Audit Reports of Internal Auditor along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee of the Board. Internal Auditor has verified the key internal financial control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

23.INTERNAL FINANCIAL CONTROL

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls is subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

25.ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Audit Committee & Nomination & Remuneration Committee. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution and independence of judgment to safeguard the interest of the Company and its minority shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

26. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the M/s Pinakin Shah & Co., Practicing Company Secretary, confirming the level of compliance is attached and forms a part of the Board’s Report.

27. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company’s website at the link: https://www.armanindia.com/corporategovernance. aspx --> Whistler Blower Policy

28. GREEN INITIATIVE

In accordance with the ‘Green Initiative’, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those shareholders whose Email ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the shareholders for actively participating in the Green Initiative.

29. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith as “Annexure-4” for your kind perusal and information.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A. Conservation of energy and technology absorption

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo

There were no foreign exchange earnings and outgo during the year under review.

31.SHARES & SHARE CAPITAL

- Buy Back of Securities:

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

- Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

- Bonus Shares:

No Bonus Shares were issued during the year under review.

- Issue of Compulsorily Convertible Debentures (CCDs)

Your Company has issued and allotted 16,66,667 Unsecured Compulsorily Convertible Debentures (“CCDs”) of RS. 300/- each aggregating RS. 50 crores on a preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and pursuant to shareholder’s approval obtained in Extra Ordinary General meeting of the Company held on 29.03.2018.

These CCDs will be converted into 18,90,417 ordinary equity shares of RS. 10/- each on a following manner:

a. 16,66,667 CCDs will be converted into 16,66,667 ordinary equity shares; and

b. up to a maximum of 2,23,750 ordinary equity shares of the Company will be issued, at the option of the holder of the CCDs, upon the conversion of the aggregate accrued but unpaid coupon (net of withholding taxes in India and interest paid in cash) on such CCDs.

The Company has also obtained in principle approval from the BSE Limited and National Stock Exchange of India Limited to issue and allot above mentioned CCDs.

- Employees Stock Option Plan

During the FY 2017-18 Company has granted 97,500 stock options (of which, 59,050 stock options were granted to the employee of Namra Finance Limited, a wholly owned subsidiary) to the eligible employees of the Company / Subsidiary Company pursuant to ‘Arman Employee Stock Option Plan 2016’. Particulars of Employee Stock Options granted during the year are given in “Annexure-5”. Further, the Company has granted 9,000 stock options to the eligible employees of the Company / Subsidiary Company on 25.05.2018.

- Reclassification of ‘promoter and promoter group category’ to ‘public category’

Mr. Amit Rajnikant Manakiwala, Mrs. Himani Amit Manakiwala and Mr. Maulik Amit Manakiwala existing promoters have requested the Company to reclassify them from ‘promoter and promoter group category’ to ‘public category’ since:

1) They are not holding more than 1% shares of the Company;

2) They do not have any special rights in the Company through formal or informal arrangements;

3) They do not directly or indirectly, exercise control over the affairs of the Company;

4) They have neither any representation on the Board of the Company nor have any veto / special rights as to voting power or control over the Company;

5) They will not act as Key Managerial Personnel of the Company.

Board of Director has accepted their request to reclassify them from ‘promoter and promoter group category’ to ‘public category’.

32.CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Managing Director & CEO of the Company is included as a part of this Annual Report.

33.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s discussion and analysis forms a part of this annual report and is annexed to the Board’s report.

34. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

35.GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory / government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.

For and on behalf of the Board of Directors of,

Arman Financial Services Limited Jayendra Patel

(Vice Chairman & Managing Director)

DIN: 00011814

Aalok Patel

(Exe. Director)

Date: 09.08.2018 DIN: 02482747

Place: Ahmedabad

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Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 24th Director''s Report of your Company together with the Audited Financial Statement for the year ended on 31st March, 2016.

You being our valued partners in the Company for a long time, we share our vision of growth with you and our guiding principles are a blend of optimism which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year and appropriation of divisible profits is given below: FINANCIAI PERFORMANCE

(Amount in Rs.)

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Gross Income	406,923,839	296,114,209	159,174,647	152,556,194
Profit Before Interest and Depreciation	276,691,643	202,342,970	95,381,452	100,097,718
Finance Charges	153,831,667	107,354,489	56,715,827	55,600,592
Gross Profit	122,859,976	94,988,481	38,665,625	44,497,126
Provision for Depreciation	1,792,862	2,398,245	1,327,368	2,230,635
Net Profit Before Tax	121,067,114	92,590,236	37,338,257	42,266,491
Provision for Tax	41,090,474	31,017,933	12,406,393	14,464,908
Net Profit After Tax	79,976,640	61,572,303	24,931,863	27,801,583
Balance of Profit brought forward	141,696,010	104,024,926	106,176,811	95,276,447
Balance available for appropriation	221,672,650	165,597,229	131,108,674	123,078,030
Proposed Dividend on Equity Shares	9,694,514	8,309,584	9,694,514	8,309,584
Tax on proposed Dividend	1,973,575	1,691,635	1,973,575	1,691,635
Transfer to General Reserve	1,100,000	1,200,000	1,000,000	1,200,000
Transfer to Special Reserve U/s 45-IC of RBI Act	16,275,000	12,700,000	5,025,000	5,700,000
Surplus carried to Balance Sheet	190,673,749	141,696,010	113,415,585	106,176,811

COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Your Company is engaged in the business of Asset Finance and Microfinance. The Parent Company, Arman Financial Services Limited, is engaged in Asset Finance, viz. Two-wheeler and Three-Wheeler finance; while the Microfinance business is managed through Arman''s wholly owned subsidiary, Namra Finance Limited. The financial statements of both Arman and Namra, as well as the consolidated financials of Arman are included within the Annual Report. The Company has performed admirably in a highly competitive business segment and this performance has been consistent over a period of many years.

Net interest income from operations during the year under review was RS.40.69 Crores against RS.29.61 Crores for the previous year, resulting in increase of 37.42%. Earnings before Interest & Taxes (EBIT) for the current year is RS.27.49 Crores (RS.19.99 Crores in previous year) thereby resulting in increased of 37.52%. Net Profit after Taxes amounted to RS.08.00 Crores (RS.6.16 Crores in previous year) thereby resulting increase of 30%. Earnings Per share were RS.11.27 (For RS.10 each). The Company''s consolidated Assets-Under-Management has crossed RS.175 Crores, and consolidated Disbursements totaled RS.348 Crores.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate the same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND

Your Directors are pleased to recommend a Dividend of RS.1.40/- (Previous Year RS.1.20) per equity share of RS.10/- each (i.e. 14%) for the year ended 31st March, 2016, subject to approval by the Members at the ensuing Annual General Meeting.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the Company has transferred the amounts to reserve as under:

- Transfer to special reserve as required by section 45-IC of the Reserve Bank of India Act, 1934: RS.50,25,000

Transfer to general reserve: RS.10,00,000

CHANGES IN SHARE CAPITAL, IF ANY

There is no change in the share capital of the Company during the Year.

SUBSIDIARY

The Company has one wholly owned subsidiary, named Namra Finance Limited as on date. During the year no changes took place in the group corporate structure of your Company. The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said policy is available at the Company website at the link http://armanindia.com/pdf/ Corporate Governance PDF/material_subsidiary.pdf

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Namra Finance Limited in Form AOC-1 is attached hereunder as per Annexure-1 as required under section 129 (3) of the Companies Act, 2013.

UNCLAIMED DIVIDEND AS ON 31ST MARCH, 2016

The unclaimed dividend as on 31st March, 2016 was RS.15,26,542.20. No transfer of unclaimed/unpaid dividend was required to be made to the Investor Education And Protection Fund during the year.

MATERIAL CHANGES AND COMMITMENTS

The RIF NorthWest-2, a Institutional Investor of the Company has sold their entire holding through Stock Exchange on 30.06.2016 and transferred 12,04,474 Class "A" Ordinary Equity Shares (DVR) held by them to Namra Holdings & Consultancy Services Private Limited. Other than the above disclosure, no material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

LOANS, GUARANTEES AND INVESTMENTS

Except the loans, guarantees and investments made in subsidiary Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the provisions of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1988.

DIRECTORS AND KMP

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Ritaben Patel [DIN 00011818] and Shri Aalok Patel [DIN-02482747] will retire by rotation at the ensuing AGM and being eligible, offers themselves for reappointment.

Shri Aditya Bhandari, Nominee Director of RIF NorthWest-2, has resigned from the Board of Director of the Company. The Board has accepted his resignation in its meeting held on 11/08/2016.

The term of Shri Jayendra Patel, Managing Director has expired on 31/08/2016. On recommendation of Nomination & Remuneration Committee in their meeting held on 11/08/2016, your directors recommend his reappointment as Managing Director for further period of 5 (five) years on a remuneration as specified in the notice calling 24th Annual General Meeting.

Mr. Shashikant N. Thakar has resigned from the post of the Company Secretary of the Company and in place of him Mr. Jaimish G. Patel has been appointed as a Company Secretary of the Company w.e.f. 01st March, 2016.

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Jayendra B. Patel - Managing Director and C.E.O.

2. Mr. Aalok Patel - Executive Director and C.F.O.

3. Mr. Amit Manakiwala - Whole Time Director.

4. Mr. Jaimish G. Patel - Company Secretary (w.e.f. 01.03.2016)

MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2015-16 met eight times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in the Board meeting, subject to the subsequent approval of the shareholders at the ensuing Annual General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per Annexure-2.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees is furnished as per Annexure-3.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2015-16.

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 ended on 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 31st March, 2016 and of the profit and loss 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 Companies Act, 2013 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) That the Directors have laid down internal financial controls to be followed by the Company and that the financial controls are adequate and are operating effectively; and

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.

DECLARATION BY INDEPENDENT DIRECTORS

A declaration of independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the independent directors of the Company.

STATUTORY AUDITORS

M/s J. T Shah & Co, Chartered Accountants, Ahmedabad (FRN No-190616W) were appointed as a Statutory Auditors of the Company with the approval of members at the 23rd Annual General Meeting to hold office till the conclusion of the 25th Annual General Meeting. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members, the appointment of M/s J. T Shah & Co., Chartered Accountants, Ahmedabad from the conclusion of the ensuing Annual General Meeting till the conclusion of the 25th Annual General Meeting for such a remuneration that may be determined by the Board of Directors of the Company on recommendation of Audit Committee.

SECRETARIAL AUDITORS

M /s Pinaki n Sha h & Co. , Practicing Company Secretary, Ahmedabad were appointed to conduct secretarial audit under section 204 of the Companies Act, 2013 for the financial year 2015-16. The Secretarial Audit report is annexed herewith as Annexure-4. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s Pinakin Shah & Co., Practicing Company Secretary as a Secretarial Auditors of the Company for the financial year 2016-17.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No- AOC-2 as Annexure-6.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link http://armanindia.com/pdf/CorporateGovernancePDF/ related_party_transaction.PDF

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

Provide an overview of the principles of risk management

Explain approach adopted by the Company for risk management

Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial asset.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter information technology controls. Internal audits of the Company are regularly carried out to review the internal control systems. The Audit Reports of Internal Auditor along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee of the Board. Internal Auditor has verified the key internal financial control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected. Also, evaluation of the internal financial controls is subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Audit Committee & Nomination & Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution and independence of judgment to safeguard the interest of the Company and its minority shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the M/s. Pinakin Shah & Co. Practicing Company Secretary, Ahmedabad confirming the level of compliance is attached and forms a part of the Board''s Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company''s website at the link: http://www.armanindia.com/pdf/ Corporate GovernancePDF/whistle_blower_policy.pdf

GREEN INITIATIVE

In accordance with the ''Green Initiative'', the Company has been sending the Annual Report/Notice of AGM in electronic mode to those Shareholders whose Email ids are registered with the Company and / or the Depository Participants.

Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith as Annexure-7 for your kind perusal and information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy and Technology absorption

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo

There were no foreign exchange earnings and outgo during the year under review.

SHARES

Buy Back of Securities

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

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

No Bonus Shares were issued during the year under review. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Managing Director and CEO of the Company is included as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s discussion and analysis forms a part of this annual report and is annexed to the Board''s report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

The Company has received demand order from the Income Tax Department under the scrutiny of the assessment year 2012-13 amounting RS.7.42 Crores. The assessing officer has added an investment of RS.15 Crore made by RIF North West-2 in the Company, as an unexplained income of the Company.

The Company has also filed an appeal to challenge the said demand order before Commissioner of Income Tax, which is pending.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

For, and on behalf of the Board

Date: 11/08/2016 Chinubhai Shah

Place: Ahmedabad Chairman

DIN: 00558310

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Mar 31, 2014

Dear Members,

Your Directors are pleased to present the Twenty Second Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Summary of the Financial Results

PARTICULARS Year Ended 31st March, 2014 (Rs.)

Income from operations 24,47,32,650

Profit before Interest,

& Depreciation 15,90,03,695

Less

Interest 9,11,72,168

Depreciation 11,39,409 9,23,11,577

PROFIT BEFORE TAXATION 6,66,92,118

Provision for Taxation (21,800,000)

Deferred Tax Assets 99,062

PROFITS AFTER TAXATION 4,49,91,180

Prior Period Items NIL

Excess/(Short) provision for NIL earlier year

Add: Balance Brought Forward

from Previous year 7,79,35,250

PROFITS AVAILABLE FOR 12,29,26,430 APPROPRIATIONS

APPROPRIATIONS

Dividend 6,924,653

Tax on Dividend 1,176,848 8,101,501

Transfer to General Reserve 15,00,000

Transfer to Special Reserve 9,425,000

PROFIT & LOSS A/C SURPLUS 10,38,99,929

PARTICULARS Year Ended 31st March, 2013 (Rs.)

Income from operations 16,98,50,230

Profit before Interest,

& Depreciation 10,58,61,241

Less

Interest 5,72,51,632

Depreciation 10,76,794 5,83,28,426

PROFIT BEFORE TAXATION 4,75,32,815

Provision for Taxation (15,605,000)

Deferred Tax Assets 1,579,779

PROFITS AFTER TAXATION 3,35,07,594

Prior Period Items NIL

Excess/(Short) provision for (71,760) earlier year

Add: Balance Brought Forward

from Previous year 5,78,51,553

PROFITS AVAILABLE FOR 9,12,87,387 APPROPRIATIONS

APPROPRIATIONS

Dividend 45,19,114

Tax on Dividend 7,68,023 52,87,137

Transfer to General Reserve 15,00,000

Transfer to Special Reserve 65,65,000

PROFIT & LOSS A/C SURPLUS 7,79,35,250

FINANCIAL PERFORMANCE

Net Revenue from Operations for the year ended March 31, 2014 was Rs 2447.32 lacs representing an increase of 44.09 per cent over the previous year.

Profit before tax for the year was at Rs.666.92 lacs representing an increase of 40.31 per cent over the previous year.

CONSOLIDATED PERFORMANCE

The consolidated profit before interest, depreciation, exceptional items and taxes (EBITDA) was Rs 1590.04 Lacs in the Financial Year 2013-14, higher by 50.02 per cent over the previous year. Consequently, the consolidated profit before exceptional items and taxes (PBT) was Rs 666.92 Lacs in the Financial Year 2013-14 compared to Rs 475.33 Lacs in the previous year.

APPROPRIATIONS

Dividend

The Board has recommended payment of dividend at Rs 1/- per equity share of 10/- each for the financial year 2013-14. The dividend, if approved by the members at the Annual General Meeting, will result in a cash outflow of Rs 81.02 lacs including dividend tax.

Transfer to Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board has recommended a transfer of Rs.15,00,000/- to the general reserve and as required by Section 45-IC of the Reserve Bank of India Act, 1934. an amount of Rs. 94,25,000/- to Special Reserve.

SHARE CAPITAL

During the year, the following changes were effected in the Share Capital of your Company:- Increase in Issued and Paid up Share Capital

The following securities were allotted on 14/10/2013 during the financial year:

i. 71,286 Ordinary Equity Shares of face value of Rs. 10/- each at a premium of Rs 46.95 per equity share;

ii. 12,04,474 Class- "A" Ordinary Equity Share of Rs. 10/- each at a premium of Rs 46.95 per equity share.

LISTING OF SHARES

The Company's share continues to remain listed with the Stock Exchange, Mumbai, where the shares are actively traded. BSE vide its letter no. DCS/PREF/JS/FIP/679/2013-14 dated 12/03/2014 has approved listing of 71,286 equity shares of Rs 10/- each issued at a premium of Rs 46.95 per equity share

SUBSIDIARY COMPANY

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable Accounting Standards. The balance sheet, Statement of profit and loss and other documents of the subsidiary company are covered in this Annual Report as required under Section 212(8) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary (FCS-2562) and the report on Corporate Governance form part of this Directors' Report.

DIRECTORS

Shri Amitbhai R. Manakiwala [DIN 00011810] and Smt Ritaben J. Patel [DIN 00011818] retire at 22nd Annual General Meeting and have offered themselves for re-appointment. It is also proposed to appoint Shri Chinubhai R Shah [DIN 00558310], Shri Kaushikbhai D Shah [DIN 00024305] and Shri Lokesh Kumar Singh [DIN 02299205] as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting.

Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of independent directors are mentioned in the explanatory statement to the Notice.

CODE OF CONDUCT

The code of conduct for all board members and Key Managerial Personnel of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Vice Chairman & Managing Director of the Company is included as a part of this Annual Report.

SECRETARIALAUDIT

Pinakin Shah & Co., Practicing Company Secretary (FCS-2562) conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2013-14. They have submitted the report confirming compliance with the applicable provisions of the Companies Act, 1956.

STATUTORY DISCLOSURES:

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PERSONNEL

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2014 and of the profit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.

AUDITORS

M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669] were appointed as the statutory auditors of the Company financial year 2013-14 at the Annual General Meeting of the Company held on 30/08/2013. M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669] have been the Auditors of the Company since Incorporation and have completed a term of 21 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad [Membership No.45669], being eligible for re- appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of three years to hold office from the conclusion of this Annual General Meeting.

FIXED DEPOSITS

No fixed deposits were accepted from the public during the year. However, deposits from Directors as at March 31, 2014 stood at Rs 10.09 lacs. The Company does not have any unclaimed or overdue deposits as of date.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENT

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, the medical fraternity and business partners, all of whom have contributed to the Company's success.

For and on behalf of the Board Place: Ahmedabad. Date: 11/08/2014 CHINUBHAI R. SHAH CHAIRMAN Registered Office : 502-503, Sakar III Opp. Old High Court Off Ashram Road Ahmedabad 380014 Gujarat, India.

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty first Annual Report along with the audited accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2013 31st March, 2012

Income from operations 16,98,50,230 15,50,29,007

Profit before Interest, & Depreciation 10,58,61,241 10,27,06,133

Less

Interest 5,72,51,632 5,61,94,476

Depreciation 10,76,794 5,83,28,426 10,38,109 5,72,585

PROFIT BEFORE TAXATION 4,75,32,815 4,54,73,548

Provision for Taxation '' (15,605,000) (14,700,000)

Deferred Tax Assets 1,579,779 (164,001)

PROFITS AFTER TAXATION 3,35,07,594 3,06,09,547

Prior Period Items NIL NIL

Excess/(Short) provision for earlier year (71,760) NIL

Add: Balance Brought Forward

from Previous year 5,78,51,553 3,87,82,266

PROFITS AVAILABLE FOR APPROPRIATIONS 9,12,87,387 6,93,91,813

APPROPRIATIONS

Dividend 45,19,114 32,61,280

Tax on Dividend 7,68,02 3 52,87,137 5,28,980 37,90,260

Transfer to General Reserve 15,00,000 15,50,000

Transfer to Special Reserve 65,65,000 62,00,000

PROFIT & LOSS A/C SURPLUS 7,79,35,250 5,78,51,553

FINANCIAL PERFORMANCE

In the year under review,

Gross income was Rs. 1698.50 lacs as compared to Rs. 1550.29 lacs in the previous year showing the growth of 9.56%.

The Profit before Taxes for the year is Rs. 475.33 lacs as compared to Rs. 454.74 lacs in the previous year showing the growth of 4.52%.

The net profit for the year is Rs. 335.07 lacs as compared to Rs. 306.10 lacs in the previous year showing the increase of- 9.46%.

APPROPRIATIONS

Dividend

The Board has recommended a dividend of Rs. 0.80 per equity share (previous year Rs. 0.80 per equity share) of fully paid up face value of Rs. 10/-, amounting to Rs. 45,19,114/- (previous year Rs. 32,61,280). The tax on distributed profits payable on this dividend is Rs. 768,023/- (previous year Rs. 528,980) making the aggregate distribution to Rs. 52,87,137/- (previous year Rs. 37,90,260). The proposed dividend would be tax free in the hands of the shareholders.

Transfer to Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board has recommended a transfer of Rs. 15,00,000/- to the general reserve and an amount of Rs. 65,65,000/- transfer to Special Reserve as required by Section 45-IC of the Reserve Bank of India Act, 1934.

SHARE CAPITAL

During the year, the following changes were effected in the Share Capital of your Company:-

Increase in Issued and Paid up Share Capital

a) The following securities were allotted on 16/04/2012 during the financial year:

13,58,129 Ordinary Equity Shares of face value 10/- each at a premium of Rs. 46.95 per equity share;

12,75,760 10% Compulsorily Convertible Debentures [CCD] of face value of Rs. 56.95 per CCD with a right exercisable by the CCD holder to subscribe for one Ordinary Equity Share of 10/- each per CCD; or for one ''A'' Ordinary Share of Rs. 10/- each per CCD.

4,28,329 Warrants of face value of Rs. 28/- per warrant with a right exercisable by the warrant holder to subscribe for one Ordinary Equity Share of 10/- each per warrant.

Out of it, 214,164 Warrants were converted into equity shares on 13/02/2013. The new Equity Shares rank paripassu with the existing Equity Shares of your Company.

LISTING OF SHARES

The Company''s share continues to remain listed with The Stock Exchange, Mumbai, where the share is actively traded. BSE vide its letter no DSC/PREF/SJ/FIP/037/2013-2014 dated 15/04/2013 has approved listing of 214,164 equity shares of Rs. 10/- each converted at a premium of Rs. 18/- per equity share on 13/02/2013.

SUBSIDIARY COMPANY

M/s Namra Finance Limited a wholly owned subsidiary has received a license numbered 01.00517 dated February 14, 2013 from RBI awarding "NBFC-MFI" (Non-Banking Finance Company - Microfinance Institution) license and it became the first company in India to receive "NBFC-MFI" license. It has commenced business w.e.f 15/02/2013.

An additional capital of Rs. 300.00 lacs has been infused. Its Balance Sheet, Profit and Loss Account and other documents have been attached with this annual report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 153 read with clause 154 of Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Jayendrabhai Patel, Shri Chinubhai Shah and Shri Aalok Patel will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

SECRETARIAL AUDIT

Pinakin Shah & Co., Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2012-13. Pinakin Shah & Co. has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for corporate law.

STATUTORY DISCLOSURES:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that: in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit of the Company for the period; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Cash Flow

A Cash Flow statement for the year ended March 31, 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT:

The auditors M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad holds office until the conclusion of the Next Annual General Meeting and they have intimated the Company in writing of their willingness to be reappointed as auditors of the Company for the financial year 2013-14. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not invited or accepted any deposits from the public. However it has accepted unsecured loan from its directors. The Company has made all compliances in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1998.

INSURANCE

The Company''s assets are adequately insured against major risks.

"A" ORDINARY SHARES

12,75,760 CCD allotted on 18/04/2012 are due for conversion into one Ordinary Equity Share of Rs. 10/- each per CCD or for one "A" Ordinary Shares of Rs. 10/- each per CCD or partly in Ordinary Equity Shares and partly in "A" Ordinary Shares at the option of investor. As per clause 28A of the listing agreement executed with BSE, class "A" Ordinary Shares should not have any superior right as regards to dividend and accordingly an amendment in resolution passed by way of postal ballot on 19/12/2011 is proposed and a notice to that respect under Rule 5 (d) of Companies (Passing of resolution By Postal Ballot) Rules 2011 is issued.

ACKNOWLEDGMENTS

The Company has received excellent co-operation from its bankers and financial institutions viz. IDBI Bank Ltd., State Bank of India, State Bank of Patiala, HDFC Bank Ltd, SIDBI, NABARD, AXIS Bank Ltd., ICICI Bank Ltd, United Bank of India, Development Credit Bank Ltd., Ananya Finance for Inclusive Growth Private Limited, MAS Financial Service Ltd., Reliance Capital Ltd., The Sarvodaya Commercial Co-op Bank Ltd., and The Ahmedabad District Co-op Bank Ltd. The Company looks forward to the continued co-operation from its Bankers in future as well.

The Company puts on record its appreciation for the dedication of its staff members and the co-operation of its stake holders received during the period under review.

For and on behalf of the Board

Place: Ahmedabad.

Date: 25/07/2013 CHINUBHAIR. SHAH

CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report along with the audited accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

PARTICULARS Year Ended Year Ended 31st March, 2012 31st March, 2011 (Rupees) (Rupees)

Income from operations 15,50,29,007 11,42,25,134

Profit before Interest, & Depreciation 10,27,06,133 7,02,73,840

Less

Interest 5,61,94,476 4,26,44,135

Depreciation 10,38,109 9,10,477

5,72,32,585 4,35,54,612

PROFIT BEFORE TAXATION 4,54,73,548 2,67,19,228

Provision for Taxation (14,700,000) (91,00,000)

Deferred Tax Assets (164,001) 5,13,953

PROFIT AFTER TAXATION 3,06,09,547 1,81,33,181

Add: Balance Brought Forward from Previous year 3,87,82,266 2,81,02,031

PROFIT AVAILABLE FOR

APPROPRIATIONS 6,93,91,813 4,62,35,212

APPROPRIATIONS

Dividend 32,61,280 32,61,280

Tax on Dividend 5,28,980 37,90,260 5,41,666 38,02,946

Transfer to General Reserve 15,50,000 NIL

Transfer to Special Reserve 62,00,000 36,50,000

PROFIT & LOSS A/C SURPLUS 5,78,51,553 3,87,82,266

FINANCIAL PERFORMANCE

For the year under review,

- Gross income rose to Rs.1550.29 lacs as compared to Rs. 1142.25 lacs in the previous year showing the growth of 35.72%.

- The Profit Before Taxes for the year is Rs. 454.74 lacs as compared to Rs. 267.19 lacs in the previous year showing the growth of 70.19%.

- The net profit for the year is Rs. 306.10 lacs versus Rs. 181.33 lacs in the previous year showing the increase of 68.81%.

APPROPRIATIONS

Dividend

The Board has recommended a dividend of Rs. 0.80 per equity share (previous year dividend Rs. 0.80 per equity share) of fully paid up face value of Rs. 10/-, amounting to Rs. 32,61,280/-(previous year dividend Rs. 32,61,280/-). The tax on distributed profits payable on this dividend is Rs. 5,28,980/- (previous year Rs. 5,41,666/-) making the aggregate distribution to Rs. 37,90,260/- lacs (previous year Rs. 38,02,946/-). The proposed dividend would be tax free in the hands of the shareholders.

Transfer to Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board has recommended a transfer of Rs. 15,50,000/- to the general reserve and an amount of Rs. 62,00,000/- lacs transfer to Special Reserve as required by Section 45-IC of the Reserve Bank of India Act, 1934.

SHARE CAPITAL

During the year, the following changes were effected in the Share Capital of your Company:-

i) Change in Authorised Share Capital

The Authorised Share Capital of your Company was subdivided into 1,12,50,000 Equity Shares of Rs.10/- each and 37,50,000 'A Ordinary Share of Rs.10/- each by the creation of 37,50,000 'A Ordinary Share of Rs.10/- each.

ii) Increase in Issued and Paid up Share Capital

a) The following securities were issued on a preferential basis to RIF NorthWest 2 during the financial year:

- 13,58,130 Ordinary Equity Shares of face value 10/- each at a premium of Rs 46.95 per equity share;

- 12,75,760 10% Compulsorily Convertible Debentures [CCD] of face value of Rs 56.95 per CCD with a right exercisable by the CCD holder to subscribe for one Ordinary Equity Share of 10/- each per CCD; or for one 'A' Ordinary Share of Rs 10/- each per CCD.

An application money for above securities was received on 28/12/2011.

b) The following securities were issued on a preferential basis to promoters of the Company during the financial year:

- 4,28,329 Warrants of face value of Rs 28/- per warrant with a right exercisable by the warrant holder to subscribe for one Ordinary Equity Share of 10/- each per warrant.

In principal approval from BSE for listing of above securities was received on 12/04/2012 and thereafter the allotment was finalized on 16/04/2012 i.e. after close of the accounting year. Issued and Subscribed Share Capital of your Company,as on 31stMarch, 2012, remained the same and stands increased to Rs.: 54,347,290/- divided into 54,34,729 Equity Shares of Rs. 10/- each on 16/04/2012.The new Equity Shares rank pari passu with the existing Equity Shares of your Company.

LISTING OF SHARES

The Company's share continues to remain listed with The Stock Exchange, Mumbai, where the share is actively traded. BSE vide its letter no DCS/PREF/BS/FIP/307/20112-13 dated 30/07/2012 has approved listing of 13,58,129 equity shares of Rs 10/- each allotted at a premium of Rs 46.95 per equity share to RIF North West 2.

SUBSIDIARY COMPANY

Your Company has incorporated its wholly owned subsidiary M/s Namra Finance Limited on 27/03/2012. An application has been made to RBI for NBFC registration. The Company has invested Rs 199.90 lacs as its initial capital. The Company is not required to attach the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company as it has not closed its first accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 153 read with clause 154 of Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri K. D. Shah, Mrs.Rita J Patel and Shri Aakash Patel will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

Mr Aditya Bhandari was appointed as additional Director on 10/02/2012 and will vacate his office at the ensuing Annual General Meeting. The Company has received notice from certain members seeking his re-appointment. The Board recommends his re-appointment.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

SECRETARIAL AUDIT

Pinakin Shah & Co., Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2011-12. Pinakin Shah & Co., has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for Corporate law.

STATUTORY DISCLOSURES:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act'1956 the Board of Directors of the Company hereby State and confirm that:

- in the preparation of Annual Accounts, the applicable accounting standards have been followed along with prop

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

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors have prepared the annual accounts on a going concern basis. Cash Flow

A Cash Flow statement for the year ended March 31, 2012 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT:

The auditors M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad holds office until the conclusion of the Next Annual General Meeting and they have intimated the company in writing of their willingness to be reappointed as auditors of the Company for the financial year 2012-13. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

The notes on accounts referred to in the Auditors' Report are self-explanatory and comments on Auditors' Report are as under:

Comments and replies:

1. Strengthening of internal control system:

The company has appointed M/s. Dharmesh Parikh & Co., Ahmedabad as Internal Auditor and also has its own internal control department. Both of them look into in the system and procedures and conduct regular audits of the entire operations, which includes disbursement and recovery of loans. The company has also engaged IntelleCash Consulting to assess, evaluate, and rehaul the current systems and procedures for the Company's Microfinance operations.

2. Payment of Advance Tax:

It is always Endeavour of the company to pay all taxes regularly. However there was delay in depositing advance income tax as it was difficult to predict performance of Company in Micro Finance Segment due to uncertainty of policy on sector at macro level. It was difficult to measure profitability due to announcement of acceptance of Malegam Committee Recommendations by RBI and the RBI December 2, 2011 Microfinance Directions Circular.

3. Fraud by employees of the Company:

Employee fraud is an inherent risk in the business the company operates in, since all Micro Finance transactions are cash-based.The services of all such employees involved have been terminated and the company has taken legal action. The outstanding balance (net of recovery) aggregating Rs 2.87 lacs has been written off. The company has recovered an amount of Rs 1.95 lacs against a total fraud of Rs 4.82 lacs. To mitigate this risk to a large extent, the management has put in place several preventive control measures such as procuring indemnity bond from every field staff, with personal guarantee of a third person. Company performs reference checks of all employees and conducts field investigation of their residence. Every bank transaction (deposit/ withdrawal) is executed by a minimum of two staff. Cash is deposited in the bank daily and minimal cash remains overnight at the branch offices. Surprise visits are conducted by managerial employees and audit executives to verify cash balances at branch and with field employees. Demand-Collection-Disbursement reconciliation occurs daily and the summary is reported to upper management daily. Company has also procured Fidelity (fraud) Insurance and Cash Transit Insurance on all employees to further mitigate risk.

FIXED DEPOSITS

The Company has not invited or accepted any deposits from the public. The Company has made all compliances in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1998. Even though the company remained as Category 'A' (Deposit accepting) NBFC, it has not invited or accepted any deposits from the Public. The Company has made all the compliances in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1998.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGMENTS

The Company has received excellent co-operation from its bankers and financial institutions viz. IDBI Bank Ltd., State Bank of India, State Bank of Patiala, HDFC Bank Ltd., SIDBI, NABARD, AXIS Bank Ltd., ICICI Bank Ltd., United Bank of India, Development Credit Bank Ltd., Ananya Finance for Inclusive Growth Private Ltd., MAS Financial Service Ltd., The Sarvodaya Commercial Co-op Bank Ltd., and The Ahmedabad District Co-op Bank Ltd. The Company looks forward to the continued co-operation from its Bankers in future as well.

We sincerely thank INCOFIN Investment Management and RIF NorthWest 2 for their investment and the trust they have reposed in us.

We also thank the Reserve Bank of India, our regulator, for all the co-operation extended for the year under review.

The Company puts on record its appreciation for the dedication of its staff members and the Co-operation of its stake holders received during the period under review.

For and on behalf of the Board

Place: Ahmedabad.

Date : 07/08/2012 CHINUBHAI R. SHAH

CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report along with the audited accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Year Ended Year Ended

PARTICULARS 31st March 2010 31st March 2009

(Rupees) (Rupees)

Income from operations 5,60,78,652 4,38,89,203

Profit before Interest, & 2,66,43,458 2,66,43,458

Non cash charges, Less

Interest 193,80,802 155,30,185

Depreciation 7,23,938 2,01,04,740 6,15,018 1,61,45,203

PROFIT BEFORE TAXATION 37,00,000 1,04,98,255

Provision for Taxtion 37,00,000 35,83,000

Deferred Tax Assets 3,81,205 16,102

PROFIT AFTER TAXATION 78,81,148 68,99,153

Prior Period Items NIL NIL

Excess/(Short) Provision for NIL NIL

earlier year

Add : Balance Brought Forward

From previous year 2,62,82,534 1,93,83,381

PROFITS AVAILABLE FOR 3,26,63,682 2,62,82,534

APPROPRIATIONS

APPROPRIATIONS

Interim/Final

Dividend 2,445,960 NIL

Tax on Dividend 4,15,691 28,61,651 NIL NIL

Transfer to General

Reserve NIL NIL NIL

Transfer to Special

Reserve 17,00,000 15,00,000

Profit & Loss A/c Surplus 3,09,63,682 2,47,82,534

TOTAL 3,26,63,682 2,62,82,534



DIVIDEND

Your Directors are pleased to announce the Final Dividend for the financial year 2009-10 at the Rate of Rs. 0.60/- per Share.

FINANCIAL PERFORMANCE

In the year under review, the board is pleased to announce record levels on income and profits, and an unprecedented growth rate.

- Gross income rose to Rs. 560.79 lacs as compared to Rs. 438.89 lacs in the previous year showing the growth of 28%.

- The Profit Before Taxes for the year is Rs. 119.62 lacs as compared to Rs. 104.98 lacs in the previous year showing the growth of 14%.

- The net profit for the year is Rs. 78.81 lacs versus Rs. 68.99 lacs in the previous year showing the increase of 14%.

The board and management of Arman have always worked diligently towards creating long-term shareholder value and to use the principles of sound corporate governance to run the day-to-day affairs of the business. We would like to assure you that your Board will continue to uphold these traditions and strive to capitalise on right opportunities and manage the risk carefully.

DIRECTORS:

In accordance with Section 257 of the Companies Act, 1956 and Articles of Association of the Company, Shri Jayendra Patel, Shri Kaushik D. Patel and Shri Aakash Patel, the directors of the company retire by rotation & being eligible offer themselves for re-appointment. Your Directors recommend to reappoint them as Directors of the company.

Shri Amit Manakiwala, has resigned as Whole Time Director w e. f. 14.10.2009 but continued as Ordinary Director on the Board.

Shri Nilesh Trivedi, the Independent Director on the Board of the company has resigned as Director w. e. f. 10-01-2010 and Shri Lokesh Kumar Singh is appointed as Independent Director on the Board w. e. f. 28-01-2010. Shri Lokesh Kumar Singh was appointed as additional Director and his term is expiring on ensuing Annual General meeting and accordingly your directors recommend to appoint him as regular director on the Board.

The term of Shri Jayendra Patel as Vice Chairman & Managing Director is expiring on 31-08-2010. Your Directors recommend to approve his reappointment as Vice Chairman & Managing Director for further period of three years on a remuneration as specified in the Notice calling Annual General Meeting.

With the increase in the work load of the company, Shri Aalok Patel, the Director of the company has been appointed as Executive Director w. e. f. 01-07.2010 for a period of five years by the Board of Directors and your directors recommend to approve his appointment as Executive Director for period of five years on a remuneration as specified in the Notice calling Annual General Meeting.

Brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional area and name of the companies in which they hold the directorship and the Membership/Chairmanship of the Committees of the Board, as stipulated under the clause 49 of the Listing Agreement of the Stock Exchanges, are given in the section on Corporate Governance elsewhere in this Annual Report.

AUDITORS:

M/s J. T Shah & Co., Chartered Accountants, Ahmedabad were appointed as Auditors of the Company in the Seventeenth Annual General Meeting to hold the office till the conclusion of the Eighteenth Annual General Meeting. The said Auditors retire at the conclusion of the ensuing Annual General meeting and being eligible offer themselves for re-appointment. The Auditors have furnished to Company, the requisite certificate under Section 224 (1) of the Companies Act, 1956. Your Directors recommend to reappoint them as Auditors of the company.

STATUTORY COMPLIANCES:

A. PARTICULARS OF EMPLOYEES:

The particulars of employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as Amended are given hereunder.

GROSS QUALI EXPERI DATE OF LAST

NAME DESIGNATION REMUNE FICA ENCE APPOIN AGE EMPLOY

RATION TIONS TMENT MENT



There is no employee drawing a salary of more than Rs. 24,00,000/- p.a. for the whole of the year or Rs. 2,00,000/- p.m. for the part of the year.

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

The Company has no activities relating to conservation of energy or technology absorption. The Company has no foreign exchange outgo. The Company has not earned any foreign exchange during the year.

C. DEPOSITS:

The Company does not hold any public deposits and has not accepted any public deposits from public during the year. The Company has made all compliances in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1998.

D. AUDITORS REPORT:

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

E. DEMATERIALISATION OF COMPANYS EQUITY SHARES:

Pursuant to Securities & Exchange Board of Indias (SEBI) circular No. SMDRP/POLICY/ CIR-23/2000 DTD. 29th May 2000, the companys shares are traded in the compulsory DEMAT mode with effect from December 26, 2000 by all investors. Accordingly the equity shares of the company can be held in electronic form with any depository participant ("DP") with whom the member/investors have their Depository account. The ISIN No allotted to the equity shares of the company is INE109C01017.

F. SHARE PHYSICAL AND ELECTRONIC TRANSFER AGENTS:

Your directors are pleased to inform you that pursuant to Securities & Exchange Board of Indias (SEBI) circular No. D&CC/FITTC/CIR-15/2002 DTD. 27.12.2002, the company has appointed M/s Sharepro Services (India) Pvt. Ltd., Ahmedabad for physical and electronic transfer of shares of the company w.e.f. 30th of April 2010 and members are requested to send their transfer and demat/remat requests to them at the address below.

Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall,

Opp. Sanyash Ashram, Ellisbridge,

Ahmedabad - 380006

G. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a `Going Concern basis.

H. CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE:

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, Mumbai forms part of the Annual Report. The Certificate from the Auditors of the company confirming compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is attached to this report.

I. COMPLIANCE CERTIFICATE:

Compliance Certificate as required u/s 383A of the Companies Act, 1956 from Balvantsinh J. Vaghela, the Company Secretary in Practice forms part of the Annual Report.

J. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, Mumbai forms part of the Annual Report. The same is attached to this report.

K. RIGHT ISSUE OF EQUITY SHARES

Your Directors are pleased to inform you that the Board of Directors intends to come out with the Right Issue of 48,91,920 equity shares each of Rs. 10/- each at the price of Rs. 15/- per share (Including the premium of Rs. 5/- each) in the ratio of 6 shares for each 5 shares held by the members of the company, subject to the approval of respective authorities. Separate communication in this respect will be sent to the members in due course of time. Your director recommends the resolution for your approval which interalia gives power to the Board to alter the size and the price of the issue.

ACKNOWLEDGMENTS:

The Company has received very good co-operation from its bankers viz. The Sarvodaya Commercial Co-op Bank Ltd, HDFC Bank Ltd, The Ahmedabad District Co-op Bank Ltd, ICICI Bank Ltd, Small Industries Development Bank of India, AXIS Bank Ltd., IDBI Bank Ltd., United Bank of India, State Bank of India, State Bank of Patiala and the Indusind Bank Ltd. The Company looks forward to the continued co-operation from its Bankers in future also.

The Company puts on record its appreciation for the dedication of its staff members and the Co-operation of its valued customers and shareholders received during the period under review.

For and on behalf of the Board

Place: Ahmedabad.

Date : 12th July, 2010 CHINUBHAI R. SHAH

CHAIRMAN