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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Arnold Holdings Ltd.

Mar 31, 2025

Your Directors take pleasure in submitting the 43^rd Annual Report of the Business and operations of your Company and
the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

Particulars	For the year ended 31-03-2025*	For the year ended 31-03-2024*
Revenue from operations	19972.57	20456.68
Other Income	227.55	140.64
Total Revenue	20200.12	20597.32
Profit before tax and Exceptional Items	616.47	1274.25
Exceptional Items	0.00	0.00
Profit before Taxation	616.47	1274.25
-Current Tax	186.68	370.16
-Deferred Tax	-102.86	21.73
-Income tax of earlier years	0.00	0.00
Net Profit/ (Loss) For The Year	532.65	882.36

The Company discloses financial results on quarterly yearly basis of which results are subjected to limited review and
publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on
the Company''s website www.arnoldholdings.in.

2. STATE OF COMPANY''S AFFAIR

During the year, your Company recorded total revenue of Rs. 20200.12 Lakhs compared to total revenue of Rs. 20597.68
Lakhs in financial year 2023-24 and Profit before Tax for the year 2024-25 stood at Rs. 616.47 Lakhs as compared to
Profit before tax of Rs. 1274.25 Lakhs in financial year 2023-24. Profit after Tax for the current year stood at Rs. 532.65
Lakhs as compared to Profit after Tax of Rs. 882.36 Lakhs in the previous year. A detailed analysis on the Company''s
performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

â¢ Leveraging Digital tools and data intelligence to drive scale, stable asset quality, cost effectiveness and customer
experience.

â¢ Drive a multi-year transformation agenda which shall enable us to scale profitability.

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this
time the company is not declaring dividends as the company require funds for its business expansion. Your Directors
are unable to recommend any dividend for the year ended 31^st March, 2025.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

The Company has not transferred any amount from profit to General Reserve. 19

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2025 was Rs. 50, 00, 00,000 and paid up share capital
of the Company as on the same date was Rs. 23, 77, 50,000.

Apart from this the Company has not issued any shares including shares with different rights, sweat equity shares or
employee stock options. As on March 31, 2025, 100% of the total paid-up capital of the Company stands in the
dematerialized form.

8. RBI GUIDELINES

Your Company is registered as a Non-Deposit taking Non- Systemically Important Non-Banking Finance Company with
RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is
no deposits which become due for repayment or renewal. The Company has complied with the ''Master Direction -
Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023'', amended from time
to time and all other applicable Directions/regulations/ circulars of RBI during the Financial Year 2024-25.

9. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

10. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

11. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried
by the company during the financial year under review.

12. STATUTORY INFORMATION

The Company being basically is a Non-Banking Financial Company and dealing in shares and securities.

13. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the
Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern
status and company''s operation in nature.

15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company,
Mr. Rajpradeep Mahavirprasad Agrawal (DIN: 09142752), Whole Time Director, retire by rotation and is being eligible
has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors''
appointment and remuneration is available on the website of the company at
https://www.arnoldholdings.in/policies.html.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under
Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Santkumar Goyal	Whole Time Director	30.07.2020	28.09.2020	30-05-2024
Mr. Murari Mallawat	Whole Time Director	22.08.2020	28.09.2020	-
Mr. Rajpradeep Mahavirprasad Agrawal	Whole Time Director	24.04.2021	25.09.2021	-
Mrs. Gazala Mohammed Irfan Kolsawala	Whole Time Director	30-08-2024	30.09.2024	-
Mr. Sopan Vishwanathrao Kshirsagar	Non-Executive Independent Director	07.02.2013	28.09.2013	10-07-2024
Ms. Rupali Prakash Sawant	Non-Executive Independent Director	10-07-2024	30.09.2024	20

Mr. Sushil Mahendrakumar Jhunjhunwala	Non-Executive Independent Director	13.02.2020	28.09.2020	-
Mrs. Munni Devi Jain	Non-Executive Independent Director	30.07.2020	28.09.2020	-
Mrs. Raji Jaikumar Panicker	Company Secretary	10.11.2022	-	-
Mrs. Gazala Mohammed Irfan Kolsawala	CFO	13-02-2024	-	-

16. ANNUAL RETURN

The Annual Return for FY 2024-25 is available on Company''s website at
https://www.arnoldholdings.in./investor/annual-reports.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year
with related parties are in the ordinary course of business and on an arm''s length basis only.

During the year under review the Company had not entered into transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions. The
Policy on Related Party Transactions is uploaded on the website of the company. The web link is
https://www.arnoldholdings.in/policies.html.

Further, all related party transactions entered into by the Company were in the ordinary course of business and were
on an arm''s length basis, hence, disclosure in Form No. AOC-2 is not applicable to the company. The related party
transactions entered into by the company are disclosed in the note 33 in the financial statements forming part of the
Annual Report.

18. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their
detailed composition along with their attendance forms the part of Corporate Governance Report as given in Annexure-
1. The composition of the Board and its committee is also available on the website of the company at
https://www.arnoldholdings.in/.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	15-04-2024	6	6
2.	30-05-2024	6	6
3.	10-07-2024	5	5
4.	13-08-2024	5	5
5.	03-09-2024	6	6
6.	12-11-2024	6	6
7.	12-02-2025	6	6

19. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if
any is given in Annexure- 1 in the Corporate Governance Report. The composition of the Board and its committee is
also available on the website of the company at www.arnoldholdings.in .

20. LOANS, GUARANTEES AND INVESTMENT

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans as well as acquisition
of securities in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the
Act.

21. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the
criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as
to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and
the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian
Institute of Corporate Affairs at Manesar.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have
complied with the code of Independent Director. Independent Directors met separately on 24^th March, 2025 to inter
alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality,
quantity and timeliness of the flow of the information between the Management and the Board.

23. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted
on the website of the Company at https://www.arnoldholdings.in/policies.html.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, your directors hereby
confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departments;

B. That 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 if the Company at
the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting
fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial

controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

25. ANNUAL EVALUATION BY BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of
the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for Board, Committee and individual Directors.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board
and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole
including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors
on 24^th March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

26. INTERNAL FINANCIAL CONTROL SYSTEM

audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable material weakness in the design or
operation were observed.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial
controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part
of Independent Auditors Report.

28. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance
Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual
report of the company. Corporate Governance Report is as per Annexure - 1.

29. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to
Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import
substitution: NA

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the
financial year): NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social
Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2024-25 forms part of this Board
report in Annexure - 2.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management
Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of director''s report is given in Annexure - 3.

32. AUDITORS
STATUTORY AUDITORS:

M/s Amit Ray & Co., Chartered Accountant are Statutory Auditors of the Company, who were re-appointed in 39th
Annual General Meeting held until the conclusion of the 44th Annual General Meeting. Thus, no further action is
required in this regard.

INTERNAL AUDITORS:

M/s. KPJ & Associates, Chartered Accountants was appointed as an internal Auditor of the Company for the Financial
Year 2023-24 to 2027-28. Internal Auditors are appointed by the Board of Directors of the Company, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the
Company to the Audit Committee on a half yearly basis. The Scope of Internal audit is approved by the Audit Committee.

SECETARIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as Secretarial Auditor of the
company for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual
General Meeting, appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 5985, COP: 6116) and a
Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the
company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with
the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect
from April 01, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-4. The Secretarial auditors'' observation(s)
in secretarial audit report and directors'' explanation thereto -

â¢ Outcome of board meeting held on 30-05-2024 was revised as the company failed to attach resignation letter of Mr.
Santkumar Goyal, Whole Time Director of the company. Thereafter, company filed revised outcome of board meeting
held on 30-05-2024 with a delay 35 minutes approximately.

â¢ The company filed audited financial results for the quarter and year ended 31-03-2024 with delay of 14 minutes
approximately.

â¢ Mr. Himanshu Pawan Mallawat (relative of promoter) has purchased company''s shares on 08-10-2024 and 25-10Â¬
2024 when the trading window was closed.

â¢ Mr. Sushil Jhunjhunwala was re-appointed for a second term as Independent Director of the company in the Annual
General Meeting held on 30-09-2024. The second term was effective from 13-02-2025 and the date was not
mentioned in the Integrated Governance report filed for quarter 4 - March 2025.

â¢ Due to non-availability of filing portal at CSE, Company is not filing any documents with CSE, which has marked it as
suspended.

â¢ The Company has not filed certain RBI returns, namely DNBS-02, DNBS-10, DNBS-4A, and DNBS-4B, within the
prescribed timelines during the period under review, resulting in non-compliance with applicable RBI regulations.

The management hereby assures that they will be more vigilant and aware that such type of errors does not happen.

33. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as
required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud
to the Audit Committee of the Company in the year under review.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under 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. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act'' 2013
read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed
in Annexure -5 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link:
https://www.arnoldholdings.in/policies.html

35. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of
Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-6.

36. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Certificate from Mrs. Gazala Mohammed Irfan Kolsawala, Chief Financial Officer of
the Company, for the year ended 31st March, 2024 is attached herewith as Annexure-7.

37. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited. 24

38. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and
Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board
of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel
has complied with general duties, rules, acts and regulations. In this regard certificate from Whole Time Director as
required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been
received by the Board and the same is attached herewith as per Annexure - 8.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link:
https://www.arnoldholdings.in/code-of-conduct.html

39. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best
interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability.
Our Company''s core business objective is to achieve growth with transparency, accountability and with independency.
The Company has adopted various corporate governance standards and has been doing business in ethical way by
which Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market
capitalization, etc.

A certificate received from M/s Amit Ray & Co., Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached herewith as per Annexure - 9.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations,
confirming that none of the Directors on the Board of the company has been debarred or disqualified from being
appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed as Annexure - 10.

41. SEXUAL HARASSMENT OF WOMEN

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment
including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the
workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to
the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature
of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an
employee.

Number of complaints received during the financial year: Nil
Number of complaints disposed of during the financial year: Nil
Number of cases pending for more than ninety days: Nil

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal
and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the
Company. The Committee also has an external senior representative member who is a subject matter expert. The Board
is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all.
The Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations
around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness
programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act,
2013.

44. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the
Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

45. PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price sensitive information
in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company
at https://www.arnoldholdings.in/policies.html

46. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will
help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.
During the year under review, expenditure on research and development is not significant in relation to the nature size
of operations of your Company.

47. OPINION OF BOARD

Financial Year 2024-25, one Independent Director was appointed in the company. The Board of directors consists
of independent Director having integrity, relevant expertise and experience.

48. DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE ("IBC")

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company
during the financial year under review.

49. DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details
of 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 along with the reasons thereof is not applicable to the Company.

50. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has entered into the agreement which are in ordinary course of business with the directors and
Promoters, except this company has not entered into any other agreements with promoters, directors or promoter
group.

51. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

52. CREDIT RATING:

There is no credit rating obtained by the Company during the Financial Year 2024-25.

53. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and
commitment and express their sincere thanks and appreciation to all the employees for their continued contribution,
support and co-operation to the operations and performance of the company.

54. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from
Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all
executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Directors

Date: 12.08.2025 Arnold Holdings Limited

Sd/- Sd/-

Murari Mallawat Munni Devi Jain

Whole Time Director Chairperson

DIN:08809840 DIN:08194500

Mar 31, 2024

Your Directors take pleasure in submitting the 42^nd Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended 31-03-2024*	For the year ended 31-03-2023*
Revenue from operations	20820.19	16296.51
Other Income	20.59	164.82
Total Revenue	20840.79	16461.33
Profit before tax and Exceptional Items	1274.25	502.30
Exceptional Items	0.00	0.00
Profit before Taxation	1274.25	502.30
-Current Tax	370.16	126.00
-Deferred Tax	21.73	-4.51
-Income tax of earlier years	0.00	0.00
Net Profit/ (Loss) For The Year	882.36	380.81

The Company discloses financial results on quarterly yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website www.arnoldholdings.in.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company recorded total revenue of Rs. 20840.79 Lakhs compared to total revenue of Rs. 16461.33 Lakhs in financial year 2022-23 and Profit before Tax for the year 2023-24 stood at Rs.1274.24 Lakhs as compared to Profit before tax of Rs.502.30 Lakhs in financial year 2022-23. Profit after Tax for the current year stood at Rs. 882.36 Lakhs as compared to Profit after Tax of Rs. 380.81 Lakhs in the previous year. A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

â¢ Leveraging Digital tools and data intelligence to drive scale, stable asset quality, cost effectiveness and customer experience.

â¢ Drive a multi-year transformation agenda which shall enable us to scale profitability.

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31^st March, 2024.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs. 50, 00, 00,000 and paid up share capital of the Company as on the same date was Rs. 23, 77, 50,000.

During the year, the Company has buy-back of upto 63,00,000 (Sixty three lakhs) Equity Shares of the company at Rs. 21/-(Rupees Twenty One only) per equity shares for an aggregate amount not exceeding Rs. 13,23,00,000 (Rupees Thirteen Crores Twenty Three Lakhs Only). Apart from this the Company has not issued any shares including shares with different rights, sweat equity shares or employee stock options.

8. RBI GUIDELINES

Your Company is registered as a Non-Deposit taking Non- Systemically Important Non-Banking Finance Company with RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is no deposits which become due for repayment or renewal. The Company has complied with the ''Master Direction -Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023'', amended from time to time and all other applicable Directions/regulations/ circulars of RBI during the Financial Year 2023-24.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

10. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

11. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Murari Mallawat (DIN: 08809840), Whole Time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https://www.arnoldholdings.in/policies.html.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Santkumar Goyal	Whole Time Director	30.07.2020	28.09.2020	30-05-2024
Mr. Murari Mallawat	Whole Time Director	22.08.2020	28.09.2020	-
Mr. Rajpradeep Mahavirprasad Agrawal	Whole Time Director	24.04.2021	25.09.2021	-
Mr. Sopan Vishwanathrao Kshirsagar	Non-Executive Independent Director	07.02.2013	28.09.2013	10-07-2024
Mr. Sushil Mahendrakumar Jhunjhunwala	Non-Executive Independent Director	13.02.2020	28.09.2020	-
Mrs. Munni Devi Jain	Non-Executive Independent Director	30.07.2020	28.09.2020	-
Mr. Dharmendra Ramnihor Yadav	CFO	30.05.2019	-	06-02-2024
Mrs. Raji Jaikumar Panicker	Company Secretary	10.11.2022	-	*

Mrs. Gazala Mohammed Irfan Kolsawala	CFO	13-02-2024	-	-
Mrs. Gazala Mohammed Irfan Kolsawala	Additional Executive Director	30-08-2024	-	-
Ms. Rupali Prakash Sawant	Additional Independent Director	10-07-2024	-	-

14. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2023-24 is available on Company''s website at https://www.arnoldholdings.in./investor/annual-reports.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

16. POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.arnoldholdings.in/policies.html.

17. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 2.

18. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -3.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director''s report is given in Annexure - 4.

20. AUDITORS STATUTORY AUDITORS:

M/s Amit Ray & Co., Chartered Accountant are Statutory Auditors of the Company, who were re-appointed in 39th Annual General Meeting held on 25.09.2021 to hold the office until the conclusion of the 44th Annual General Meeting.

INTERNAL AUDITORS:

Mrs. Raji Jaikumar Panicker was appointed as an internal Auditor of the Company for the Financial Year 2022-23 to 2026-27. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a half yearly basis. The Scope of Internal audit is approved by the Audit Committee. Mrs. Raji Jaikumar Panicker has resigned from the post of Internal Auditor w.e.f. 13-02-2024.

recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the

Company to the Audit Committee on a half yearly basis. The Scope of Internal audit is approved by the Audit Committee.

SECETARIAL AUDITORS:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the

company for the financial year 2023-24. The secretarial report for the financial year 2023-24 is attached as Annexure-

5. Report of secretarial auditor is self-explanatory and need not any further clarification.

Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto -

â¢ In corporate governance report for the Financial Year ended on 31/03/2024 number of Independent Directors present in the SRC Committee Meeting has been wrongly mentioned as 3 instead of 2 in the meeting held on 13/03/2024 and Number of Independent Directors present in the NRC Committee Meeting has been wrongly mentioned as 1 instead of 3 in the meeting held on 13/02/2024, the Company again revised and filed the Corporate Governance Report for the Financial Year ended on 31/03/2024 on 22/04/2024.

â¢ The company is suspended on Calcutta Stock Exchange for non-filing of documents but is regularly filing its update on BSE.

â¢ Below mentioned forms has been filed with ROC after due date with additional fees:

Sr. No	Form No.	Particulars	SRN	Due Date	Date of Filing
1.	Form SH-8	Letter of offer	AA6738873	30/01/2024	31/01/2024
2.	Form SH-9	Declaration of solvency	AA6737859	30/01/2024	31/01/2024
3.	Form DIR-12	Appointment and Resignation of CFO	AA6990616	06/03/2024	09/03/2024

21. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

22. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year, is given in Annexure 2 in the Corporate Governance Report.

23. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 2 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.arnoldholdings.in .

24. LOANS, GUARANTEES AND INVESTMENT

The Company is a Non-Banking Financial Company and all the loans, guarantees and investment made are in accordance with section 186 of Companies Act, 2013.

25. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 18^th March, 2024 to inter22 alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

26. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://www.arnoldholdings.in/policies.html.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial

controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

28. ANNUAL EVALUATION BY BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 18^th March, 2024.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

29. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to23 availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part of Independent Auditors Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year 2023-24.

The applicability of CSR committee arises for the financial year 202324, so the company has constituted a CSR committee and policy for proper compliance of the Corporate Social Respo nsibility.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under 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. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act'' 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure -6 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link: https://www.arnoldholdings.in/policies.html

33. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

34. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mrs. Gazala Mohammed Irfan Kolsawala, Chief Financial Officer of the Company, for the year ended 31st March, 2024 is attached herewith as Annexure-8.

35. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

36. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

37. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Whole Time Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - 9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://www.arnoldholdings.in/code-of-conduct.html

38. CORPORATE GOVERNANCE CERTIFICATE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Our Company''s core business objective is to achieve growth with transparency, accountability and with independency. The Company has adopted various corporate governance standards and has been doing business in ethical way by which Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc. ²

A certificate received from M/s Amit Ray & Co. Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 10.

39. SEXUAL HARASSMENT OF WOMEN

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

The Company did not receive any complaints on sexual harassment during the year 2023-24 and hence no complaints remain pending as of 31st March, 2024.

40. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://www.arnoldholdings.in/policies.html

42. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

44. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

45. OPINION OF BOARD

Financial Year 2023-24 no Independent Director was appointed in the company. The Board of directors consists of independent Director having integrity, relevant expertise and experience.

46. STATUTORY INFORMATION

The Company being basically is a Non- Banking Financial Company and dealing in shares and securities. 25

47. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

48. DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE ("IBC")

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company during the financial year under review.

49. DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details Of 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 along with the reasons thereof is not applicable to the Company.

50. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

The Company has entered into the agreement which are in ordinary course of business with the directors and Promoters, except this company has not entered into any other agreements with promoters, directors or promoter group.

51. CREDIT RATING:

There is no credit rating obtained by the Company during the Financial Year 2023-24.

52. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Director For the Board of Director

Date: 03.09.2024 Arnold Holdings Limited Arnold Holdings Limited

Sd/- Sd/-

Murari Mallawat Munni Devi Jain

Whole Time Director Chairperson

DIN:08809840 DIN:08194500

Mar 31, 2023

Your Directors take pleasure in submitting the 41^st Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars	For the year ended 31-03-2023*	For the year ended 31-03-2022*
Revenue from operations	16296.51	11867.256
Other Income	164.82	22.67
Total Revenue	16461.33	11889.92
Profit before tax and Exceptional Items	502.30	210.31
Exceptional Items	0.00	0.00
Profit before Taxation	502.30	210.31
-Current Tax	126.00	59.50
-Deferred Tax	-4.51	0.03
-Income tax of earlier years	0.00	0.00
Net Profit/ (Loss) For The Year	380.81	150.78

The Company discloses financial results on quarterly yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website www.arnoldholdings.in.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company recorded total revenue of 16461.33 Lakhs compared to total revenue of 11889.93 Lakhs in financial year 2021-22 and Profit before Tax for the year 2022-23 stood at 502.30 Lakhs as compared to Profit before tax of 210.31 Lakhs in financial year 2021-22. Profit after Tax for the current year stood at 380.81 Lakhs as compared to Profit after Tax of 150.78 Lakhs in the previous year. A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

â¢ Leveraging Digital tools and data intelligence to drive scale, stable asset quality, cost effectiveness and customer experience.

â¢ Drive a multi-year transformation agenda which shall enable us to scale profitability.

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31^st March, 2023.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

During the Year, there have been no changes in the Share Capital of the Company.

8. RBI GUIDELINES

Your Company is registered as a Non-Deposit taking Non- Systemically Important Non-Banking Finance Company with RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is no deposits which become due for repayment or renewal. The Company has complied with the ''Master Directions -Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016'', amended from time to time and all other applicable Directions/regulations/circulars of RBI during the Financial Year 2022-23.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

10. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

11. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

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

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Rajpradeep Mahavirprasad Agrawal (DIN: 09142752), Whole Time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at https://www.arnoldholdings.in/policies.html

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Ihe following are the List of Dire	ctors and KMP of the Company	during the year:
Name of Directors	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Santkumar Goyal	Whole Time Director	30.07.2020	28.09.2020	-
Mr. Murari Mallawat	Whole Time Director	22.08.2020	28.09.2020	-
Mr. Rajpradeep Mahavirprasad Agrawal	Whole Time Director	24.04.2021	25.09.2021	-
Mr. Sopan Vishwanathrao Kshirsagar	Non-Executive Independent Director	07.02.2013	28.09.2013	-
Mr. Sushil Mahendrakumar Jhunjhunwala	Non-Executive Independent Director	13.02.2020	28.09.2020	-
Mrs. Munni Devi Jain	Non-Executive Independent Director	30.07.2020	28.09.2020	-
Mr. Dharmendra Ramnihor Yadav	CFO	30.05.2019	-	-
Minal Dinesh Agarwal	Company Secretary	24.04.2021	-	30.08.2022
Mrs. Raji Jaikumar Panicker	Company Secretary	10.11.2022	-	-

14. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2022-23 is available on Company''s website at https://www.arnoldholdings.in./investor/annual-reports.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

16. POLICY ON RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.arnoldholdings.in/policies.html.

17. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 2.

18. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director''s report is given in Annexure - 4.

20. AUDITORS STATUTORY AUDITORS:

INTERNAL AUDITORS:

Ms. Minal Dinesh Agarwal was appointed as an internal Auditor of the Company for the Financial Year 2021-22 to 202526. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. Ms. Minal Dinesh Agarwal has resigned from the post of Internal Auditor w.e.f. 30th August, 2022.

SECETARIAL AUDITORS:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the financial year 2022-23. The secretarial report for the financial year 2022-23 is attached as Annexure-5. Report of secretarial auditor is self-explanatory and need not any further clarification.

21. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

22. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year, is given in Annexure 2 in the Corporate Governance Report.

23. COMPOSITION OF BOARD AND ITS COMMITTEE

24. LOANS, GUARANTEES AND INVESTMENT

The Company is a Non-Banking Financial Company and all the loans, guarantees and investment made are in accordance with section 186 of Companies Act, 2013.

25. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 16^th March, 2023 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

26. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://www.arnoldholdings.in/policies.html

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. ANNUAL EVALUATION BY BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 16th March, 2023.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

29. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year 2022-23.

The applicability of CSR committee arises after the financial year ended 31.03.2023, so the company will make a committee and policy for proper compliance of the Corporate Social Responsibility.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under 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. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act'' 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure -6 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link: https://www.arnoldholdings.in/policies.html

33. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

34. CEO/ CFO CERTIFICATION !

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Dharmendra Ramnihor Yadav, Chief Financial Officer of the Company, for the year ended 31st March, 2023 is attached herewith as Annexure-8.

35. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

36. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

37. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Whole Time Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - 9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://www.arnoldholdings.in/code-of-conduct.html

38. CORPORATE GOVERNANCE CERTIFICATE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Our Company''s core business objective is to achieve growth with transparency, accountability and with independency. The Company has adopted various corporate governance standards and has been doing business in ethical way by which Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s Amit Ray & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure - 10.

39. SEXUAL HARASSMENT OF WOMEN

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company''s policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

The Company did not receive any complaints on sexual harassment during the year 2022-23 and hence no complaints remain pending as of 31st March, 2023.

40. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. PREVENTION OF INSIDER TRADING

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://www.arnoldholdings.in/policies.html

42. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

44. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

45. OPINION OF BOARD

During the year No Independent Director was appointed in the company The Board of directors consists of independent Director having integrity, relevant expertise and experience.

46. STATUTORY INFORMATION

The Company being basically is a Non- Banking Financial Company and dealing in shares and securities.

47. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

48. DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE ("IBC")

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company during the financial year under review.

49. DISCLOSURE OF ONE TIME SETTLEMENT

50. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

The Company has entered into the agreement which are in ordinary course of business with the directors and Promoters, except this company has not entered into any other agreements with promoters, directors or promoter group.

51. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Director For the Board of Director

Date: 25.08.2023 Arnold Holdings Limited Arnold Holdings Limited

Sd/- Sd/-

Murari Mallawat Munni Devi Jain

Whole Time Director Chairperson

DIN:08809840 DIN:08194500

Mar 31, 2018

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2018.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2018 is as summarized below:-

(in Rs.)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Gross Turnover	30,61,82,430	37,52,80,408
Profit/(loss) before Taxation	54,82,046	17,46,399
Less: Provision for Taxation	16,24,820	4,72,728
Add: Provision for Deferred Tax Assets	5,960	1,749
Profit/(loss) after Taxation	38,63,186	12,75,420
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C	11,66,170 7,72,637	8,67,507 2,54,734
Add: Balance brought forward from previous year	1,88,60,873	1,87,07,694
Less: Proposed Dividend	NIL	NIL
Less: Dividend Tax	NIL	NIL
Balance carried to Balance Sheet	1,88,60,873	1,87,07,694

2. Dividend :-

The Board of Directors do not recommend any dividend for the financial year 2017-18 under report.

3. State of the Companyâs Affairs:-

The gross turnover for the financial year 2018 at Rs. 3061.82 Lakhs and last year 2017 it was Rs. 3752.80 Lakhs.The Profit before tax for FY 2018 was Rs. 54.82 Lakhs against as Rs. 17.46 Lakhs in FY-2017. The Profit after tax for FY 2018 was Rs. 38.63 Lakhs compared as Rs. 12.75 Lakhs in FY-2017.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.

The Companyâs current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.

4. Directors:-

Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

Mrs. Sarita Bhartia (DIN 01002622) was appointed as an Additional Director with effect from 8th August, 2018. She holds the office of Additional Director upto the ensuing Annual General Meeting. The Board wants to appoint her as a Non-executive Independent director from the same date for a period of 3 years. She is a Chartered Accountant (Membership no: 056122) having 31 years of experience in finance, taxation, compliance, audits. She is a woman who is result oriented and the Company will be benefitted from her great potential in the above fields.

The resolution seeking approval of the members for the appointment of Mrs. Sarita Bhartia have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Sopan Vishwanathrao Kshirsagar has been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Gajanan Uttamrao Mante has resigned from the board due to his personal reason w.e.f. 8th August, 2018.

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 of the familiarization programme are available on the website of the Company at http:// www.arnoldholdings.in. /investor relations/ Familiarisation_Programme_for_Independent_Directors.pdf.

Mr. GajananUttamraoMante and Mr. SopanVishwanathrao Kshirsagar, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations. Further, all the Directors meet the Fit and Proper criteria as per the policy of the Company and as stipulated by RBI pursuant to the revised regulatory framework notified during the year. The terms and conditions of appointment of Independent Director is also available on the website of the Company at http:// www.arnoldholdings.in./Management/ Appointment of Independent Directors.pdf.

The Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and re-appointment of Whole Time Director is being furnished in the Report on Corporate Governance.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. MahendraprasadMallawat - Whole Time Director

Mr. Mohandas Dasari - Whole Time Director

Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.

Mrs. Minaxi M. Chokasi - CFO

6. Directorsâ Responsibility Statement-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, 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, 2018, 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 judgments 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 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2018 on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

7. Board Evaluation

The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

8. Subsidiary Company:

The Company does not have any subsidiaries during the year.

9. Meeting of the Board and committees thereof: Board Meeting:

Four meetings of the Board were held during the year, the details of which are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.

Audit Committee:

The Company has constituted an Audit Committee comprising of Independent Directors. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance. Four meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Committee met four times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Director/Managing Director and Key Managerial Personnel and the remuneration packages payable to them. The Nomination and Remuneration Committee met two times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.

10. Internal financial control systems and their adequacy:-

The Internal Financial Controls with reference to financial Statements as designed and implemented by the company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the company for inefficiency or inadequacy of such controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.

11. Auditors& Auditors Report

The statutory auditors of the company M/S Amit Ray& CO ( Firm Registration No. 000483C) , Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditorsâ Report are self- explanatory and do not call for any further comments.

The Audit report does not contain any qualification, reservations or adverse remarks.

12. Managementâs Discussion and Analysis Report:-

The Managementâs Discussion and Analysis Report(Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.

13. Corporate Governance:-

As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.

14. Secretarial Auditor report:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. S Pardeshi & Associates (CP No. 8485), to conduct Secretarial Audit for the financial year 2017-18.

Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.

The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.

15. Particulars of Loans, Guarantees and Investment.

The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

16. Related Party Transactions.

All the related party transaction entered into during the financial year was not on the armâs length basis and were in the ordinary course of Companyâs business. The Companyâs has not entered into any contracts, arrangements or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure IV to this report.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Gajanan Uttamrao Mante

Dr. Sopan Vishwanathrao Kshirsagar

Mrs. CA. Gazala Kolsawala

Mrs. Soniya Agarwal

Mrs. Minaxi M. Chokasi

b) Details of transactions:

Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 45,500/

Mr. Mohandas Dasari Rs. 27,500/

Mrs. CA. Gazala Kolsawala Rs.40,050/-

Detail of Salary: Mrs. Soniya Agarwal Rs. 3,66,000/

17. RBI guidelines:

The Company is registered as Non deposit taking Company systemically important Non-Banking Finance Company with RBI. Accordingly during the year the Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2017-2018.

18. Dematerialization of Equity Shares: Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2018, 100% of the Equity Shares are held in electronic form only.

19. Secretarial standards of ICSI:

The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same.

20. Extract of Annual Report:

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.

21. Particulars of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Fixed Deposits:-

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

23. Vigil Mechanism/Whistle Blower Policy:-

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. The details of the same are explained in the Report on Corporate Governance. The Whistle Blower Policy may be accessed on the Companyâs website athttp://www.arnoldholdings.in/investor relations/Policies/ Whistle_Blower_Policy.pdf.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil

Foreign Exchange Used - Rs. Nil

25. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2018-2019 and she is being eligible for re- appointment.

26. Human Resources:

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.

27. Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

28. Business Development:

During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

29. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

30. Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

30. Acknowledgments:-

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companyâs bankers for the ongoing support extended by them.

The Directors also place on record their sincere appreciation for the continued support extended by all the stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and resulting in successful performance during the year.

On behalf of the Board of Directors,

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat Mohandas Dasari

Whole Time Director Whole-Time Director

DIN - 00720282 DIN - 05105936

Place : Mumbai

Date : 30th May, 2018

Mar 31, 2016

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2016.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2016 is as summarized below:-

(in Rs.)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Gross Turnover	25,85,01,560	32,86,39,968
Profit/(loss) before Taxation	85,96,544	12,319,438
Less: Provision for Taxation	20,65,795	21,16,807
Add: Provision for Deferred Tax Assets	12,813	11,362
Profit/(loss) after Taxation	65,43,562	1,02,13,993
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C	9,83,387 13,08,712	1,003,870 2,051,820
Add: Balance brought forward from previous year	1,44,56,231	10,210,817
Less: Proposed Dividend	NIL	2,506,250
Less: Dividend Tax	NIL	406,639
Balance carried to Balance Sheet	1,87,07,694	1,44,56,231

2. Dividend :-

The Board of Directors do not recommend any dividend for the financial year 2015-16 under report.

3. State of the Companyâs Affairs:-

The gross turnover for the financial year 2016 at Rs. 2585.02 Lakhs and last year 2015 it was Rs. 3286.40 Lakhs. The Profit before tax for FY 2016 was Rs. 85.96 Lakhs against as Rs. 123.19 Lakhs in FY-2015. The Profit after tax for FY 2016 was Rs. 65.44 Lakhs compared as Rs. 102.14 Lakhs in FY-2014.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.

4. Directors:-

Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

Mr. Mahendraprasad N. Mallawat is being re-appointed as the Whole Time Director of the Company for a further Period of 5 years with effect from 12th August, 2016 and the necessary resolution In this regard is being proposed at the ensuing Annual General Meeting for the approval of the Members.

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao Kshirsagar, have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. Mahendraprasad Mallawat - Whole Time Director

Mr. Prasenjit Goswami-Whole Time Director

Mrs. CA. Gazala Kolsawala-Whole Time Director

Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.

6. Directorsâ Responsibility Statement-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, 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, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

7. No. of Board Meetings

Five meetings of the Board were held during the year. For details of the meetings of the board please refer to the corporate governance report which forms the part of this report.

8. Board Evaluation

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

9. Policy on Directorâs Appointment and Remuneration and Other Details:

The Nomination and Remuneration Committees lays down the criteria for Directorâs appointment and remuneration including criteria for determining qualification, positive attributes and independence of the Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- The candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.

- The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.

- The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and

- The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companyâs business.

10. Subsidiary Company:

The Company does not have any subsidiaries during the year.

11. Familiarization Program for Independent Directors:

Details of the familiarization program for independent directors are disclosed on the website of the Company www.arnoldholdings.in.

12. Meeting of the Board and committees thereof:

The information has been furnished under report on Corporate Governance, which is annexed.

13. Internal financial control systems and their adequacy:-

The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.

14. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance, which forms the part of this report.

15. Auditors& Auditors Report

The statutory auditors M/S JAIN PRADEEP & CO, Chartered Accountants (Firm Registration No. 315109E), have intimated their unwillingness to be reappointed as the Auditors of the Company.

This change is in order to uphold the principles of governance and recognition of the regulatory changes in India. In view of the above, the Audit committee has considered the qualifications and experience of M/s. Amit Ray & Co., Chartered Accountants (FRN 000483C) and proposed them as Statutory Auditors and has recommend their appointments.

The Board of Directors has also considered the matter and recommends the passing of ordinary resolution appointing M/s. Amit Ray & Co. , Chartered Accountants, Statutory Auditors in place of the Retiring Auditors M/s. Jain Pradeep & Co. Chartered Accountants.

The Board places on record its appreciation for the contribution of M/s. Jain Pradeep & Co., Chartered Accountants, and retiring Auditors during their long association with the company.

16. Managementâs Discussion and Analysis Report:-

The Managementâs Discussion and Analysis Report (Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.

17. Corporate Governance:-

As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.

18. Secretarial Auditor report:

Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.

The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.

19. Particulars of Loans, Guarantees and Investment.

20. Related Party Transactions.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Prasenjit Goswami

Mr. Dinesh Kumar Gupta

Mr. GajananUttamraoMante

Dr. SopanVishwanathraoKshirsagar

Mrs. CA. Gazala Kolsawala

Mrs. Soniya Agarwal

b) Details of transactions:

Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 63,000/Mrs. CA. Gazala Kolsawala Rs. 3, 87,000/Detail of Salary: Mrs. Soniya Agarwal Rs. 2, 70,000/

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2015-2016. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Committee which meets monthly to review its ALM risks and opportunities.

22. Secretarial standards of ICSI:

23. Extract of Annual Report:

24. Particulars of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Fixed Deposits:-

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

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

27. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2016-2017 and she is being eligible for reappointment.

28. Human Resources:

29. Business Development:

During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

30. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

31. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors,

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat Gazala Kolsawala

Whole Time Director Whole-Time Director

DIN - 00720282 DIN - 07133943

Place : Kolkata

Date : 30th May, 2016

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2015.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2015 is as summarized below:-

(In Rs.)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Gross Turnover 32,86,39,968 91,545,980

Profit/(loss) before Taxation 12,319,438 1,14,52,925

Less: Provision for Taxation 21,16,807 19,54,260

Add: Provision for Deferred Tax Assets 11,362 10,407

Profit/(loss) after Taxation 1,02,13,993 95,09,072

Less: Provision Against Standard Assets 1,003,870 10,18,259

Less: Transferred to Reserve Fund 45-1C 2,051,820 18,62,090

Add: Balance brought forward from previous 10,210,817 64,94,983 year

Less: Proposed Dividend 2,506,250 25,06,250

Less: Dividend Tax 406,639 4,06,639

Balance carried to Balance Sheet 1,44,56,231 10,210,817

2. Dividend:-

Your Directors are pleased to recommend for approval of Shareholders, a maiden dividend of Rs. 0.10 per share (i.e. 5%) on Equity Shares of the face value of Rs. 2/- each.

3. State of the Company's Affairs:-

The gross turnover for the financial year 2015 at Rs. 3286.40 Lakhs and last year 2014 it was Rs. 915.46 Lakhs. The Profit before tax for FY 2015 was Rs. 123.19 Lakhs against as Rs. 114.53 Lakhs in FY-2014an increase of 7.57% over the previous year. The Profit after tax for FY 2015 was Rs. 102.14 Lakhs compared as Rs. 95.09 Lakhs in FY-2014 an increase of 7.41% over the previous year.

This has come due to company's health interest margins, operating efficiencies and prudent risk management.

The Company's current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.

4. Directors:-

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan VishwanathraoKshirsagar, have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Dinesh Kumar Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan Vishwanathrao who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Mrs. CA. GazalaKolsawala was appointed as an Additional Director with effect from 25th March, 2015. The Board has appointed her as an executive director from the same date for a period of 3 years. She is a Chartered Accountant (Membership no: 047323) having 20 years of experience in finance, taxation, compliance, audits. She is a woman who is result oriented and the Company will be benefitted from her great potential in the above fields.

The resolution seeking approval of the members for the appointment of Mrs. CA Gazala Kolsawala have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and Additional Director being appointed is being furnished in the Report on Corporate Governance.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. MahendraprasadMallawat - Whole Time Director

Mr. PrasenjitGoswami-Whole Time Director

Mrs. CA. GazalaKoIsawala-Whole Time Director

Mrs. SoniyaAgarwal - Company Secretary and Compliance Officer.

6. Directors' Responsibility Statement:-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, 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, 2015, 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 judgments 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 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2015 on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

7. No. of Board Meetings

Eleven meetings of the Board were held during the year. For details of the meetings of the board please refer to the corporate governance report which forms the part of this report.

8. Board Evaluation

The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at tire meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, busiiress performance and contribution to the enhancement of brand image of the Company.

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

9. Policy on Director's Appointment and Remuneration and Other Details:

The Nomination and Remuneration Committees lays down the criteria for Director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of the Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

* The candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.

* The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.

* The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and

* The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

10. Internal financial control systems and their adequacy:-

The details in respect of internal financial control and their adequacy are included in tire Management Discussion & analysis, which forms part of this report.

11. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance, which forms the part of this report.

12. Auditors& Auditors Report

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

13. Credit Ratings:

Due to economic environment, the Company is under- going the process of acquiring the credit rating owing to high capital adequacy, strong promoter support, and robust asset liability management.

Care Rating (the credit rating agency) is conducting tire process of rating tire Company, as these ratings indicate highest degree of safety with regard to timely payment of interest and principal.

14. Share Capital

During Financial Year 2014-2015, the Company has undergone the process of sub- division of share from Rs. 10/- per share to Rs. 2/- per share with effect from 18th April, 2015.

15. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure I.

16. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report as Annexure II.

17. Secretarial auditor report:

The secretarial report does not contain any qualification, reservations or adverse remarks. Report of the Secretarial auditor is given as an Annexure III which forms the part of this report.

18. Risk Management.

Pursuant to the Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance.

19. Particulars of Loans, Guarantees and Investment.

The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

20. Related Parly Transactions.

All the related party transaction entered into during the financial year was not on the arm's length basis and were in the ordinary course of Company's business. The Company's has not entered into any contracts, arrangements or transaction with any related party which could be considered as material within the meaning of clause 49 of the listing agreement.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules, 2014 is furnished as Annexure IV to this report.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Prasenjit Goswami

Mr, Dineslr Kumar Gupta

Mr. Gajanan UttanrraoMante

Dr. SopanVishwanathraoKshirsagar

Mrs. CA. GazalaKolsawala

Mrs. SoniyaAgarwal

b) Details of transactions:

Director's remuneration: - Mr. MahendraprasadMallawat Rs. 5,100, 04/-Mrs. CA. GazalaKolsawalaRs. 18,000/-Detail of Salary: Mrs. SoniyaAgarwaI Rs. 2, 40,800/-

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2014-2015. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Committee which meets monthly to review its ALM risks and opportunities.

22. Secretarial standards of ICSI:

The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same,

23. Extract of Annual Report:

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.

24. Particulates of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Fixed Deposits:-

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

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil

Foreign Exchange Used - Rs. Nil

27. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2015-2016 and she is being eligible for re- appointment.

28. Human Resources:

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.

29. Business Development:

During the year, the Business Development Group ("BDG") initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

30. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

29. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat GazalaKoIsawala Whole time Director Director DIN- 00720282 DIN: 07133943

PIace:-Kolkata Date: 29th day of May, 2015

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31st March, 2014.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below :-

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Turnover 79396029 442320650

Profit/(loss) before Taxation 11452925 10256607

Less : Provision for Taxation 1954260 1786290

Add : Provision for Deferred Tax Assets 10407 228639

Profit/(loss) after Taxation 9509072 8698956

Less : Provision Against Standard Asset 1018259 1862090

Less : Transferred to Reserve Fund 45-1C 972172 1739791

Add : Balance brought forward from previous year 6494983 3420880

Less : Proposed Dividend 2506250 2506250

Less : Dividend Tax 406639 406639

Balance carried to Balance Sheet 10210817 6494984

2. Dividend :-

Your Directors are pleased to recommend for approval of shareholders, a maiden dividend of Rs. 0.50 per share (i.e. 5%) on Equity Shares of the face value of Rs.10/- each.

3. Directors :-

In terms of the Articles of Association of the Company, Mr. Mahendraprasad Mallawat,Whole Time Director of the Company, retires by rotation and is eligiblere-appointment at the ensuing Annual General Meeting.

Pursuant to Sections 149, 150 & 152 of the Act, read with Companies (Appointment and qualification of Director ) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. PrasenjitGoswami, Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. SopanVishwanathrao, existing Directors as Non-Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice from Members proposing their candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

4. 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, 2014, 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 judgments 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 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 fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

5. Auditors And Auditors'' Report:-

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

6. Listing of Equity Shares:-

Your Directors are pleased to inform you that the Equity Shares of the Company had listed on The Bombay Stock Exchange Ltd (BSE) on 23rd December, 2013 under Script Code 537069. Now, Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. (BSE) & The Calcutta Stock Exchange Ltd. (CSE).

7. Particulars of Employees:-

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956,

8. Fixed Deposits:-

Your company has not accepted any deposits under section 58A& 58AA of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non-Banking Financial Company.

9. Management''s Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report. as Annexure I.

10. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report. as Annexure II.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

12. Employer Employee Relationship:-

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors, For Arnold Holdings Limited Sd/- Mahendraprasad Mallawat DIN - 00720282 Kolkata, 30th May, 2014 Whole Time Director

Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the Thirty First Annual Reprot to gether with the Audited Accounts for the year ended 31st March 2012

FINANCIAR HIGHLIGHTS

The working result of the Company for the year ended stand as under:-

Particulars

Rs. Rs. Year ended 31.03.2013 Year ended 31.03.2012 Less: Provision for Taxation 1786290

Add: Provision for Deferred Tax

Assets 228639 00

Less: Provision Against Standard 97272 452082

Assets

Less : Transferred to Reserve Fund 1739791 175847

"Add: Balance brought forward from 3420880 6092465 previous year

2506250 2506250

Balance carried to Balance Sheet 6901622 3420880

DIRECT0R'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2 AA) 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, 2013, the applicable accounting standards have been followed alr-ng with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments 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 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 fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31 March 2013 on a going concern basis.

AUDITORS:

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer themselves for reappointment.

LISTING OF EQUITY SHARES:

The equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

DEMATERIALIZATION OF SHARES OF YOUR COMPANY. "

The Company had entered into an arrangement with National Depository Limited and Central Depository Services (India) Limited for dematerialization of its equity shares and all of its equity shares have been dematerialized.

EMPLOYEES

None of the employees were in the category of,the limits specified under section 217(2A) of the Companies Act, 1956,

DEPOSITS

-our company has not accepted any deposits under section 58A of The Companies Act, 1956. from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

STATUTORY INFORMATION

The company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.

AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted Ian Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

EMPLOYER EMPLOYEE RELATIONSHIP

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Dated : 30/05/2013 On Behalf of the Board

Place: Kolkata Chairman

Mar 31, 2012

Dear Shareholders

The Directors have pleasure in presenting the Thirtieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL HIGHLIGHTS.

The working result of the Company for the year ended stand as under:-

Particulars Rs. Rs. Year ended 31.03.2012 Year ended 31.03.2011

Profit/(loss) before Taxation 1272406 838338

Less: Provision for Taxation 393174 258917

Less: Provision for Deferred Tax

Assets 00 00

Profit/(loss) after Taxation 879233 579421

Less: Provision Against Standard 462082 00

Assets

Less : Transferred to Reserve Fund 175847

Add: Balance brought forward from 6092465 8406509 previous year

Less: Proposed Dividend 2506250 2506250

Less: Dividend Tax 406639 387215

Balance carried to Balance Sheet 3420880 6092465

2. DIVIDEND

Based on Company''s performance,. your Directors are pleased to recommend for approval of shareholders, a maiden dividend of Rs. 0.50 pr share (i.e. 5%) of the face value of Rs.10/- each. F 3. DIRECTORS

Mr. Rohan Nahata retire by rotation, though being eligible, do not offer himself for reappointment and Mr. Dinesh Gupta appointed as a director. Mr. Mahendra Prasad Mallawat & Mr. Prasanjeet Goswami retire by rotation, being eligible offer themselves for reappointment.

4.DIRECTOR'' 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, 2012, 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 judgments 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 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 fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

1. AUDITORS: |

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer themselves for reappointment.

1 LISTING OF EQUITY SHARES:

The equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

DEMATERIALIZATION OF SHARES OF YOUR COMPANY.

The Company had entered into an arrangement with National Depository Limited and Central Depository Services (India) Limited for dematerialization of its equity shares and all of its equity shares have been dematerialized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956,

9. DEPOSITS

Your company has not accepted any deposits under section 58A of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non anking Financial Company.

10. STATUTORY INFORMATION

The company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

14. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Registered Office: By Order of the Board

255, Rabindra Sarani,

4th Floor

Kolkata-700007 Director

Dated: 3rd Day of September, 2012

Mar 31, 2011

Dear Shareholders

The Director have in Presenting the Twenty Ninth Annual Report of the Company Together with the Audited Accounting for the year ended 31st March 2011.

FINANCEAL HIGHLIGHTS

The Working of the Year ended stand as under

Particulars Rs. Rs.

Year ended 31.03.2011 Year ended 31.03.2010

Profit (loss) Before Taxation 838338 47209

Less Provision for Taxtion 25917 14590

Less Provision for Deferread Tax Assets 00 120

Profit (loss) aftear Taxation 579421 92739

Less Transfer to reseeund 00 65241

Balance carried to Balanc Sheet 89855930 8406509

DIVIDEND

Based on Company s Performannce Your Director are plaed to recommend for approval of Sharehoulder maiden dividend of Rs0.50 pr (%5) of the face value Rs.10 Each

DIRECTORS

Mr.Deepak kumar jhawar retire by rotion thought eling dont offer himsilef for reappiont Mr. Rohan Nahatin Rave Agarwal offer Themselaeam for reaappion.

AUDITORTS

M/S Agrawal S.K Kumar & Association Chareted Accountants holden the office till the Conclsion of this Annual General Meeting Thount does not Contiong as Statuory auditors of the Company annual Meeting.

DEMATERIZATION OF SHARES OF YOUR COMPANY

the Company had endead into an arrangmaent with Nation Dalimnted Part of ots equity shares have been dematerialized.

Registered Office: By Order of the Board

255, Rabindra Sarani,

4th Floor

Kolkata-700007 Director

Dated: 3rd Day of September, 2011

Mar 31, 2010

Dear Shareholders

The Directors have pleasure in presenting the Twenty-eighth , Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL HIGHLIGHTS

The working result of the Company for the year-ended stand as under:

(Rs) (Rs)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Profit/(Loss) before Taxation 35586.71 13468.65

Less: Provision for Taxation 10997.00 17888 00

Less: Provision for Fringe Benefit Taxation - 1000 00

Less: Provision for Deferred Taxation - 15177 00

Profit/(Loss) after Taxation 24589.71 (20596.35

Less: Transfer to Reserve Fund 4917 94 -

Add: Balance brought forward from previous 8360621.84 8381218 19

year ''

Balance carried to Balance Sheet 8380293.61 8360621.84

2. DIVIDEND

In view of marginal profit earned by the Company, the Directors have decided not to recommend any dividend for the year.

3. DIRECTORS

Mr. Ravi Agarwal retires by rotation and being eligible, offers himself for reappointment.

4. DIRECTOR''S 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 dong with proper explanation relating to material. departures,

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments 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 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 fraud and other irregularities.

iv) That the Director have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

5. AUDITORS

Agarwal S.Kumar & Associates chartered Accountants hold the office still the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment your directors recommend their reappointment.

6. LISTING OF EQUITY SHARES

The Equity Shares of the company are listed on The Calcutta Association Ltd.

7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY

The company had entered into an arrangement with national Depository Limited and control Depository services (India) Limited and part off''s equity shares have been denationalized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2 A) of the Companies Act, 1956.

9. DEPOSITS

Your company has not accepted any deposits under section 58A of The Companies Act 1956, from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

10. STATUTORY INFORMATION

The Company being basically in the financial sector, requirement regarding the tour of particulars of conservation of energy and technology absorphon prescribed by the rules is not applicable.

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the commute as been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP

The company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

acknowledgements

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your directors place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On Behalf of the Board

Dated: 22 Day of August 2010

Place: Kolkata

Chairman

Mar 31, 2009

Dear Shareholders

The Directors have pleasure in presenting the Twenty-seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009.

1. FINANCIAL HIGHLIGHTS

The working result of the Company for the year-ended stand as under.

(Rs.) (Rs.) Year ended Year ended Particulars 31.03.2009 31.03.2008

Profit/(Loss) before Taxation 35586.71 13468.65

Less: Provision for Taxation 10997.00 17888.00

Less: Provision for Fringe Benefit Taxation - 1000.00

Less: Provision for Deferred Taxation - 15177.00

Profit/(Loss) after Taxation 24589,71 (20596.35)

Less: Transfer to Reserve Fund 4917.94 -

Add: Balance brought forward from previous 8360621.84 8381218.19

Balance carried to Balance 8380293.61 8360621.84

2. DIVIDEND

In view of marginal profit earned by the Company, the Directors have decided not t recommend any dividend for the year.

3. DIRECTOR

Mr. Praveen Murarka retires by rotation and being eligible, offers himself reappointment.

4. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2 A A) 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, 2009, 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 judgments 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 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 fraud and other irregularities;

iv) That the Directors'' have prepared the annual accounts for the financial year ended 31st March 2009 on a going concern basis.

5. AUDITORS

Agrawal S. Kumar & Associates, Chartered Accountants, hold the office till the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment. Your directors recommend their reappointment.

6. LISTING OF EQUITY SHARES

The Equity Shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY

The company had entered into an arrangement with National Depository Limited and Central Depository- Services (India) Limited for dematerialization of its equity shares and part of its equity shares have been dematerialized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956.

9. DEPOSITS

Your company has not accepted any deposits under section 58 A of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

1O. STATUTORY INFORMATION _

The Company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable. .

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP |

The company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

14. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your directors'' place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Dated: 22nd Day of August 2009 On Behalf of the Board

Place: Kolkata

Chairman

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