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Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

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Directors Report of Aryaman Financial Services Ltd.

Mar 31, 2025

Our Directors take pleasure in presenting their Thirty-First Annual Report on the Business and Operations of the Aryaman Financial
Services Limited (âthe Companyâ) and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2025, and the previous
financial year ended March 31, 2024, is given below:

Standalone and Consolidated Financial Performance:

(Rs. in lakhs)

Particulars	Consolidated		Standalone
	31-Mar-2025	31-Mar-2024	31-Mar-2025	31-Mar-2024
Total Income	11809.60	7004.66	2116.24	1593.52
Less: Expenditure	6379.33	3776.66	1289.3	1079.15
Profit before Depreciation	5430.28	3228	826.95	514.37
Less: Depreciation	15.50	15.16	4.56	6.65
Profit before Tax	5414.78	3212.84	822.39	507.72
Provision for Taxation	894.71	462.17	210.55	127.81
Profit after Tax	4520.07	2750.67	611.84	379.91
Other Comprehensive Income	1438.81	(416.59)	-	-
Total Comprehensive Income	5958.88	2334.08	611.84	379.91
Total Profit/Loss for the year attributable to:
Owners of the Company	3156.31	1764.64	-	-
Non-Controlling Interest	1363.76	986.03	-	-
Other Comprehensive Income for the year atÂ¬ tributable to:
Owners of the Company	1045.10	(85.95)	-	-
Non-Controlling Interests	393.71	(330.65)	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	4201.41	1678.69	-	-
Non-Controlling Interests	1757.48	655.39	-	-
Earnings Per Share (Face Value of ?10)
(1) Basic	38.64	23.55	5.23	3.25
(2) Diluted	38.64	23.55	5.23	3.25

STANDALONE

The Total Income of the Company stood at Rs. 2116.24 lacs for the year ended March 31, 2025, as against Rs. 1593.52 Lacs in the
previous year. The Company made a Net Profit of Rs. 611.84 Lacs for the year ended March 31, 2025, as compared to the Net Profit
of Rs. 379.91 Lacs in the previous year, registering an increase of 61.05%.

CONSOLIDATED:

The Consolidated Total Income is Rs. 11809.60 Lacs for the financial year ended March 31, 2025, as against Rs. 7004.66 Lacs
during the previous financial year. Consolidated Net Profit is Rs. 4520.07 Lacs for the year ended March 31, 2025, as compared to
Rs. 2750.67 Lacs in the previous year, registering an increase of 64.33 %.

The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries. -

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Board has decided not to transfer any amount to the Reserves for the year under review.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the âListing Regulationsâ), a Cash Flow Statement is included as part of the financial statements in this Annual
Report.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to
conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2025.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Ministry of Corporate Affairs, under Sections 124 and 125 of the Companies Act, 2013, requires dividends that are not encashed/
claimed by the shareholders for a period of seven consecutive years to be transferred to the Investor Education and Protection Fund
(âIEPFâ). In the financial year 2024-25, there was no amount due for transfer to IEPF.

6. SHARE CAPITAL:

The authorized share capital of the company is Rs. 14,00,00,000/- divided into 1,40,00,000 Equity shares of Rs. 10/-

The paid-up share capital of the Company is Rs. 12,24,70,000 divided into 1,22,47,000 Equity shares of Rs. 10/-

The company has appointed M/s Adroit Corporate Services Private Limited as the Registrar and Transfer Agent of the Company.

7. CHANGE IN SHARE CAPITAL:

The following changes were made in the share capital of the Company during the period under review.

The Paid-up capital of the Company was increased from Rs. 11,68,20,000 /- to Rs. 12,24,70,000/-, divided into 1,22,47,000 Equity
shares of Rs. 10/-, pursuant to the issue of Equity Shares on a Preferential basis.

The company has issued 5,65,000 Equity Shares of Rs. 245/- (Rupees Two Hundred and Forty-five Only) each having a face value
of Rs. 10/- (Rupees Ten Only) with a premium of Rs. 235/- (Rupees Two Hundred and Thirty-five Only) for the year ended March
31, 2025.

8. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

Managementâs Discussion and Analysis Report for the year under review, in terms of the Listing Regulations and SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the âAmended Listing Regulationsâ), is presented in
a separate section forming part of the Annual Report as âAnnexure Vâ.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme.
Presentations are made by Senior Management, giving an overview of the operations, to familiarise the new Directors with the
Companyâs business operations. The Directors are given an orientation on the products of the business, group structure and
subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy
of the Company.

During the year under review, the Independent Directors attended one familiarisation programme designed to enhance their
understanding of the Company and their roles.

The details of the Familiarisation Programme are available on the Companyâs website at https://www.afsl.co.in/uploads/
Familiarisation%20Programme%20for%20Independent%20Directors.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive
Directors, and Independent Directors.

During the review period and as of the reportâs date, the Board of Directors and Key Managerial Personnel remained
unchanged.

However, the re-appointment of the following directors for a further 5 years is as mentioned below:

1. Mr. Shripal Shah (Whole Time Director),

2. Mr. Shreyas Shah (Whole Time Director) and

3. Ms. Meloni Shah (Non-Executive Director)

ii. Committees of the Board of Directors

To ensure focused oversight and effective governance, the Board of Directors has established several committees. These
committees are composed of board members and are tasked with specific responsibilities that support the boardâs overall
mission. The committees are as follows:

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31^st March 2025.

S No. Name of Committee members	DIN	Category	Position in the committee
1 Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Chairman
2 Mr. Shripal Shah	01628855	Executive Director	Member
3 Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prasad Anant Muley	10531689	Non-Executive - Independent Director	Chairman
2	Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Member
3	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as of 31st March 2025

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prakash Lavji Va- ghela	07768595	Non-Executive - Independent Director	Chairman
2	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member
3	Mr. Shripal Shah	01628855	Executive Director	Member

The details with regard to the composition of the Committees of the Board and the number of meetings held during the year
of such Committees, as required under the Listing Regulations, are separately provided in the Annual Report, as part of the
Report on Corporate Governances Annexed to this Report as âAnnexure VIâ.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet
with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25
of the Listing Regulations, and there has been no change in the circumstances, which may affect their status as Independent
Director during the year.

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole;
the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Shreyas
Shah, Executive Director of the Company, retires by rotation and offers himself for re-appointment. The brief resume of
Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held
directorships, her shareholding, etc., are furnished in Annexure - A to the notice of the ensuing AGM.

16. KEY MANAGERIAL PERSONNEL:

During the period under review and as on the date of the Report, the Key Managerial Personnel (âKMPâ) of the Company, appointed
under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Shripal Shah (Chief Financial Officer & Whole Time Director)

(b) Mr. Shreyas Shah (Whole Time Director)

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and
General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

18. BOARD MEETINGS:

During the year, Seven Board Meetings were convened and duly held. The details of which are given in the Corporate Governance
Report annexed to this Report as âAnnexure VIâ, which forms part of this report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.

19. BOARD EVALUATION:

Our Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors,
and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As
part of the evaluation process, the performance of Non- Independent Directors, the Chairman, and the Board was conducted by the
Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent
Directors was done by the Board, excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation, such as Board effectiveness, quality of discussion, contribution
at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance
practices, contribution of the committees to the Board in discharging its functions, etc.

The Board carried out a formal annual evaluation of its own performance and that of its committees, viz., the Audit Committee,
Stakeholdersâ Relationship Committee, and Nomination and Remuneration Committee (âNRCâ). The Board also carried out the
performance evaluation of all the individual directors, including the Chairman of the Company. Additionally, NRC also carried out
the evaluation of the performance of all the individual directors and the Chairman of the Company. The performance evaluation
was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with
the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the
Chairman of the NRC, and then discussed the same at the meetings of the Board and NRC, respectively. The performance evaluation
of the Chairman, Whole Time Director, and the Board as a whole was carried out by the Independent Directors at their separate
meeting.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company considers Corporate Social Responsibility (âCSRâ) as a process by which an organization thinks about and evolves
its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The Corporate Social Responsibility policy formulated and approved by the Board remains unchanged. The policy is available on
the Companyâs website at https://www.afsl.co.in/uploads/CSR%20Policy.pdf.

During the financial year 2024-25, the Company has in place a CSR policy laid down in accordance with the provisions of the
Companies Act, 2013, and rules made thereunder. The Company under its CSR policy, affirms its commitment of seamless integration
of marketplace, workplace, environment and community concerns with business operations by undertaking activities/initiatives that
are not taken in its normal course of business and/or confined to only the employees and their relatives and which are in line with the
broad-based list of activities, areas or subjects that are set out under schedule VII of the Companies Act, 2013,

The company has spent an amount of Rs. 6,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013,

against 2% of the average profit for the last three years support their becomes the efforts, which focus on various charitable activities,
primarily in education, healthcare, and empowerment initiatives. The trust aims to improve the lives of underprivileged individuals
and communities through programs such as providing free or subsidized dialysis, distributing educational resources, and offering
support for basic needs.

An Annual Report on CSR activities in terms of Section 134(3)(o) of the Companies Act, 2013, read with the Companies (Corporate
Social Responsibility) Rules, 2014, is attached herewith as âAnnexure XIâ to this Report.

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company
for 2nd term of five consecutive years, from the conclusion of the 28th Annual General Meeting till the conclusion of the
33rd Annual General Meeting to be held in the year 2027, as approved by the Shareholders of the Company.

ii. Secretarial Auditor:

In terms of provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on August
28,2025, had appointed M/s.JNG & CO.LLP, Practicing Company Secretaries (Firm registration No:-L2024MH017500)
headed by proprietor MrJigar Kumar Gandhi, having Membership No. 7569 and Certificate of Practice No.8108, as the
Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in Listing regulations dated 13 th December 2024 read with Section 204 and other
applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, other applicable laws/statutory
provisions, if any, as amended from time to time, based on the recommendation of the Audit Committee, the Board
of Directors, at its meeting held on August 28,2025 has considered, approved, and recommended to the Members of
the Company the appointment of M/s. JNG & CO LLP, Practicing Company Secretaries as Secretarial Auditors of the
Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the
financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the
Secretarial Auditors from time to time.

M/s. JNG & CO LLP, Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as
the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report and
Certificate on Corporate Governance for the financial year 2024-25 is annexed herewith as âAnnexure II and VIIIâ.

iii. Cost Auditor:

The Company is principally engaged in the business of Merchant Banking, which is not mentioned in the table appended
to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Therefore, Section 148 of the Companies Act, 2013
does not apply to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section
138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s KKMK & Associates, Chartered
Accountants, as the Internal Auditors of your Company up to the financial year 2025-26. The Internal Auditor conducts
the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

22. AUDITORâS REPORT:

The Auditorâs Report and Secretarial Auditorâs Report do not contain any qualifications, reservations, or adverse remarks impacting
on financial or compliance controls. Report of the Statutory and Secretarial Auditor is given as an Annexure, which forms part of
this report.

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Boardâs Report as âAnnexure VIIâ.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As of March 31, 2025, the Company has 3 subsidiaries, i.e., Aryaman Capital Markets Limited, Escorp Asset Management Limited
& Aryaman Finance (India) Limited. There are no associate companies or joint venture companies within the meaning of Section
2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries:

Further, Aryaman Finance (India) Limited (CIN: U64910MH2025PLC439433) was incorporated on January 31, 2025. The
company is a Wholly-owned Subsidiary of Aryaman Financial Services Limited. Its Registered Office is located at 60, Khatau
Building, Alkesh Dinesh Modi Marg, Stock Exchange, Mumbai, Mumbai, Maharashtra, India, 400001

The Annual Accounts of the above-referred subsidiary shall be made available to the shareholders of the Company and of the
subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the
subsidiary companies during the office hours on all working days and during the Annual General Meeting.

The companyâs consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries prepared
as per Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial
statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as âAnnexure
IIIâ.

24. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees
to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
https://www.afsl.co.in/investor-relation.php.

25. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 of the Companies Act, 2013, read with rules made thereunder, the Board has appointed M/s.
KKMK & Associates, Chartered Accountants, as Internal Auditors of the Company for the year under review, to check the internal
controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on a quarterly and
half-yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management
and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial
controls were adequate and effective during the financial year 2024-25.

26. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been continuously reviewing and streamlining its various operational and business risks involved in its business
as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and
minimize these risks. The policy is available on the company website: https://www.afsl.co.in/uploads/Risk%20management%20
policy.pdf

27. LISTING WITH STOCK EXCHANGES:

The Company continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the financial year 2025Â¬
26 to BSE Limited.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 and Listing Regulations, the Company has adopted policies which are available
on its website http://www.afsl.co.in.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy-intensive.
However, adequate measures have been initiated for the conservation of energy.

b) The steps taken by the Company for utilizing an alternate source of energy - The Company shall consider on
adoption of an alternate source of energy as and when necessary.

c) The Capital Investment on energy conservation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution

- Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given, and Securities provided are provided in the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the
ordinary course of business and on an armâs length basis. Thus, Disclosure in form AOC-2 as required is annexed in âAnnexure
Xâ. Further, during the year, the Company had entered into contract/arrangement/transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions. All related party
transactions are placed before the Audit Committee and Board for review and approval, as required. The details of the related party
transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Notes to the financial statements forming part
of this Annual Report.

32. DEPOSITS:

Your Company did not accept/hold any deposits from the public/shareholders during the year under review.

33. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended, the Company has formulated and adopted the revised âCode of Conduct for Prevention of Insider Tradingâ
(âthe Insider Trading Codeâ). The object of the Insider Trading Code is to set a framework, rules, and procedures that all concerned
persons should follow while trading in listed or proposed to be listed securities of the Company. During the year, the Company has
also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âthe Codeâ) in
line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companyâs website
www.afsl.co.in

34. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act during the financial year were in the ordinary course of
business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Companies Act,2013. There
were materially significant transactions with the related parties during the financial year that but were not in conflict with the interest
of the Company and hence, the enclosing of Form AOC-2 as required is annexed in âAnnexure Xâ. Suitable disclosure as required
by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going concern status and
the Companyâs operations in the future.

36. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under subÂ¬
section (12) of section 143 of the Companies Act, 2013, during the financial year.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free
of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013,
and the rules made thereunder (âPOSH Actâ). The policy is available on website on https://www.afsl.co.in/uploads/Prevention%20
of%20Sexual%20Harassment%20(POSH)%20policy.pdf

The Company has also set up Internal Complaints Committee(s) (âICCsâ) for each workplace, which is in compliance with the
requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair
enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office, as
required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No
pending complaints to be resolved for the financial year under review.

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary
internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

39. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of
its workforce as of March 31, 2025.

Male Employees: 22
Female Employees: 21
Transgender Employees: 0

This disclosure reinforces the Companyâs efforts to promote an inclusive workplace culture and equal opportunity for all individuals,
regardless of gender.

40. HUMAN RESOURCES:

Your Company considers people as its biggest assets, and âBelieving in Peopleâ is at the heart of its human resource strategy. It has
put concerted efforts into talent management and succession planning practices, strong performance management, and learning and
training initiatives to ensure that your Company consistently develops inspiring, strong, and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular
communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information
on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect, in all its employees seek
to ensure that business world values and principles are understood by all and are the reference point in all people matters.

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013, and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ), is annexed to this Annual Report as âAnnexure
IVâ.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is
as per the remuneration policy of the Company.

41. CORPORATE GOVERNANCE:

Pursuant to Listing regulation, the Report on Corporate Governance during the period under review, with the Certificate issued by
M/s JNG & Co. LLP, Practicing Company Secretaries, on compliance in this regard, forms part of this Annual Report as âAnnexure
-VIâ.

42. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm
that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material
departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are

There has been no change in the nature of the business of the Company during the financial year under review.

10. DISCLOSURES BY DIRECTORS:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) of the Companies Act, 2013, as well
as intimation by directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013, and declarations as to compliance with
the Code of Conduct for Directors and Senior Management.

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the listing regulation, a certificate of Non-Disqualification
of Directors received from M/s JNG & Co. LLP, Practicing Company Secretary, is annexed to the Boardâs Report as âAnnexure
IXâ.

11. COMPANYâS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS,
KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination & Remuneration
Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to the appointment
and remuneration of Directors, Key Managerial Personnel, and the other employees and their remuneration.

The Policy forms part of the Annual Report as âAnnexure I", as required under Section 134(3) of the Companies Act, 2013. Further,
the Nomination and Remuneration Policy of the Company is available on the website of the Company pursuant to the proviso of
Section 178(4) of the Companies Act, 2013, at https://www.afsl.co.in/uploads/Remuneration-Policy.pdf

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key
Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes,
and Independence of the Director, and criteria for appointment of Key Managerial Personnel / Senior Management while making
the selection of the candidates.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every employee
who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, does not apply to the Company

12. MATERIAL CHANGES AND COMMITMENTS:

There have been material changes and commitments, which affect the financial position of the Company, that have occurred between
the end of the financial year and the date of this Report.

a) The company has issued 5,65,000 Equity Shares of Rs. 245/- (Rupees Two Hundred and Forty-five Only) each having a face
value of Rs. 10/- (Rupees Ten Only) with a premium of Rs. 235/- (Rupees Two Hundred and Thirty-five Only) for the year
ended March 31, 2025. The Paid-up capital of the Company was increased from Rs. 11,68,20,000 /- to Rs. 12,24,70,000/-,
divided into 1,22,47,000 Equity shares of Rs. 10/-, pursuant to the issue of Equity Shares on a Preferential basis.

b) The Company had incorporated Aryaman Finance (India) Limited (CIN: U64910MH2025PLC439433) as a Wholly-owned
Subsidiary as on January 31, 2025. Its Registered Office is located at 60, Khatau Building, Alkesh Dinesh Modi Marg,
Stock Exchange, Mumbai, Mumbai, Maharashtra, India, 400001

13. ANNUAL RETURN:

The draft Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)
(9) of the Companies Act, 2013, as amended from time to time and the Companies (Management and Administration) Rules, 2014
is available on the website of the Company at: https://www.afsl.co.in/investor-relation.php

14. FAMILIARISATION PROGRAMME FOR DIRECTORS:

In terms of Regulation 25(7) of the Listing Regulations, the Company is required to familiarise its Independent Directors through
various programmes about the Company, including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(d) any other relevant information.

During the year under review, the Independent Directors attended one familiarisation programme designed to enhance their
understanding of the Company and their roles.

The details of the Familiarisation Programme are available on the Companyâs website at https://www.afsl.co.in/uploads/
Familiarisation%20Programme%20for%20Independent%20Directors.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive
Directors, and Independent Directors.

During the review period and as of the reportâs date, the Board of Directors and Key Managerial Personnel remained
unchanged.

However, the re-appointment of the following directors for a further 5 years is as mentioned below:

1. Mr. Shripal Shah (Whole Time Director),

2. Mr. Shreyas Shah (Whole Time Director) and

3. Ms. Meloni Shah (Non-Executive Director)

ii. Committees of the Board of Directors

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31^st March 2025.

S No. Name of Committee members	DIN	Category	Position in the committee
1 Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Chairman
2 Mr. Shripal Shah	01628855	Executive Director	Member
3 Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prasad Anant Muley	10531689	Non-Executive - Independent Director	Chairman
2	Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Member
3	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as of 31st March 2025

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prakash Lavji Va- ghela	07768595	Non-Executive - Independent Director	Chairman
2	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member
3	Mr. Shripal Shah	01628855	Executive Director	Member

iii. Independent Directors

iv. Retirement by Rotation of the Directors

16. KEY MANAGERIAL PERSONNEL:

(a) Mr. Shripal Shah (Chief Financial Officer & Whole Time Director)

(b) Mr. Shreyas Shah (Whole Time Director)

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

18. BOARD MEETINGS:

19. BOARD EVALUATION:

20. CORPORATE SOCIAL RESPONSIBILITY:

The company has spent an amount of Rs. 6,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013,

21. AUDITORS:

i. Statutory Auditors:

ii. Secretarial Auditor:

iii. Cost Auditor:

iv. Internal Auditor:

22. AUDITORâS REPORT:

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Boardâs Report as âAnnexure VIIâ.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

24. VIGIL MECHANISM:

25. INTERNAL AUDIT & CONTROLS:

26. RISK ASSESSMENT AND MANAGEMENT:

27. LISTING WITH STOCK EXCHANGES:

The Company continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the financial year 2025Â¬
26 to BSE Limited.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 and Listing Regulations, the Company has adopted policies which are available
on its website http://www.afsl.co.in.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy-intensive.
However, adequate measures have been initiated for the conservation of energy.

b) The steps taken by the Company for utilizing an alternate source of energy - The Company shall consider on
adoption of an alternate source of energy as and when necessary.

c) The Capital Investment on energy conservation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution

- Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given, and Securities provided are provided in the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

32. DEPOSITS:

Your Company did not accept/hold any deposits from the public/shareholders during the year under review.

33. PREVENTION OF INSIDER TRADING:

34. RELATED PARTY TRANSACTIONS:

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going concern status and
the Companyâs operations in the future.

36. FRAUD REPORTING:

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

39. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of
its workforce as of March 31, 2025.

Male Employees: 22
Female Employees: 21
Transgender Employees: 0

This disclosure reinforces the Companyâs efforts to promote an inclusive workplace culture and equal opportunity for all individuals,
regardless of gender.

40. HUMAN RESOURCES:

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is
as per the remuneration policy of the Company.

41. CORPORATE GOVERNANCE:

42. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm
that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material
departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period.

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company, and such internal financial controls are
adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems
were adequate and operating effectively.

43. INTERNAL FINANCIAL CONTROLS:

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT
2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which
has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions
recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention
is applicable for the financial year ended March 31, 2025

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9
OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, the company
needs to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual
Return of the company.

46. OTHER DISCLOSURES

There were no transactions with respect to the following matters during the year:

1. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

2. There has been no issue of shares (including sweat equity shares) to the employees of the company under any scheme, save
and except Employeesâ Stock Options Schemes referred to in this report.

3. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

4. There was no instance of one-time settlement with any Bank or Financial Institution.

5. During the financial year, there has been no revision in the Financial Statements or the Boardâs Report.

6. The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

47. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the
Corporate Governance Report, describing the Companyâs objectives, projections, estimates, and expectations, may constitute
âforward-looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement, depending on the circumstances.

48. ACKNOWLEDGEMENTS:

Our directors would like to express a deep sense of appreciation for the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities, and Shareholders, and for the devoted service by the Executives, staff, and workers of
the Company. The Directors express their gratitude towards each one of them.

gistered Office: By order of the Board of Directors

102, Ganga Chambers, FOR ARYAMAN FINANCIAL SERVICES LIMITED

6A/1, W.E.A., Karol Bagh,

New Delhi - 110 0051 Sd/- Sd/-

Shripal Shah Shreyas Shah

Corporate Â°^ffice: (Whole-time Director) (Whole-time Director)

^{60, Kha}tau ^Mm^ ^GrÂ°u^nd. ^FlÂ°Â°i; DIN: 01628855 DIN: 01835575

^Al^{kesh Dinesh Modi} Friday, August 29, 2025

Fort, Mumbai - 400 001

Tel : 022 - 6216 6999
Fax: 022 - 2263 0434
CIN: L74899DL1994PLC059009
Website: http://www.afsl.co.in
Email: info@afsl.co.in

Mar 31, 2024

Your Directors take pleasure in presenting their Thirtieth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2024 and previous financial year ended March 31, 2023 is given below:

Standalone and Consolidated Financial Performance:

Particulars	Consolidated		Standalone
Particulars	31-Mar-2024	31-Mar-2023	31-Mar-2024	31-Mar-2023
Total Income	7004.66	5569.75	1593.52	663.01
Less: Expenditure	3776.66	4923.03	1079.14	401.05
Profit before Depreciation	3228	646.72	514.38	261.96
Less: Depreciation	15.16	15.60	6.65	8.26
Profit before Tax	3212.84	631.13	507.73	253.7
Provision for Taxation	462.77	117.01	127.82	63.86
Profit after Tax	2750.67	514.12	379.91	189.84
Other Comprehensive Income	416.59	1534.33	-	-
Total Comprehensive Income	2334.08	2048.44	379.91	189.84
Total Profit/Loss for the year attributable to:
Owners of the Company	1764.64	392.43	-	-
Non-Controlling IntereSts	986.03	121.68	-	-
Other Comprehensive Income for the year attributable to:
Owners of the Company	(85.95)	999.10	-	-
Non-Controlling Interests	(330.65)	535.22	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	1678.69	1391.53	-	-
Non-Controlling Interests	655.39	656.91	-	-
Earnings Per Share (Face Value of 910)
(1) Basic	23.55	3.36	3.25	1.62
(2) Diluted	23.55	3.36	3.25	1.62

Standalone

The Total Income of the Company stood at Rs. 1593.52 lacs for the year ended March 31, 2024 as against Rs 663.01 Lacs in the previous year. The Company made a Net Profit of Rs. 379.91 Lacs for the year ended March 31, 2024 as compared to the Net Profit of Rs. 189.84 Lacs in the previous year registering increase of 100.12%.

Consolidated:

The Consolidated Total Income is Rs. 7004.66 Lacs for the financial year ended March 31, 2024 as against Rs. 5569.75 Lacs during the previous financial year. Consolidated Net Profit is Rs. 2750.67 Lacs for the year ended March 31, 2024 as compared to Rs. 514.12 Lacs in the previous year registering increase of 435.02 %

The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries. -

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (j) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

³ CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a The Cash Flow Statement is included as part of the financial statements in this Annual Report.

⁴ DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

6. SHARE CAPITAL

The authorized share capital of the company is Rs. 11,70,00,000/- divided into 1,17,00,000 equity shares of Rs. 10/-

The paid-up share capital of the Company is Rs 11,68,20,000 divided into 1,16,82,000 Equity shares of Rs. 10/-

Company has appointed M/s Adroit Corporate Services Private Limited as the Registrar and Transfer Agent of the Company.

7. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as "Annexure V

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

9. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Board''s Report as "Annexure IX".

¹⁰- REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as "Annexure I".

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

¹² EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company at https://www.afsl.co.in/investor-relation.php

13. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31, 2024.

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

In terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") the Company is required to familiarise its Independent Directors through various programmes about the Company, including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the following directors were inducted to the Board:

(a) Mr. Prasad Anant Muley (w.e.f. March 4th, 2024)

(b) Mr. Prakash Lavji Vaghela (w.e.f. March 26th, 2024)

During the year under review, the Independent Directors attended one familiarisation programme designed to enhance their understanding of the Company and their roles.

¹⁵. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, NonExecutive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

*During the period under review, and as of the date of this report, the following changes occurred in the composition of the Board of Directors:

S No.	Name of Director	Category of Director	Date of Appointment/ Cessation	Reason of change
1	Mr. Abhinav Anand	Non-Executive -Independent Director	December 06th, 2023	Resignation
2	Mr. Darshit Parikh	Non-Executive -Independent Director	March 31st, 2024	Tenure Completion
3	Mr. Ram Gaud	Non-Executive -Independent Director	March 31st, 2024	Tenure Completion

4	Mr. Prasad Anant Muley	Non-Executive -Independent Director	March 4th, 2024	Appointment
5	Mr. Prakash Lavji Vaghela	Non-Executive -Independent Director	March 26th, 2024	Appointment
6	Ms. Damini Baid	Non-Executive -Independent Director	March 26th, 2024	Appointment

During the year under review, and as of the date of this report, the following directors were re-appointed:

(A) Mr. Shripal Shah (DIN: 01628855) and Mr. Shreyas Shah (DIN: 01835575) has been Re-Appointed as Whole Time Director of the Company, for a period of 5 (five) years i.e. with effect from April 01, 2024 up to March 31, 2029.

(B) Ms. Meloni Shah (DIN: 03342248) has been Re-Appointed as Non-Executive Non-Independent Director of the Company, for a period of 5 (five) years 1.e. with effect from February 04, 2024 up to February 03, 2029

2. Committees of Board of Directors

To ensure focused oversight and effective governance, the Board of Directors has established several committees. These committees are composed of board members and are tasked with specific responsibilities that support the board''s overall mission. The committees are as follows:

(a) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024.

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Darshit Parikh	03492803	Non-Executive - Independent Director	Chairman
2	Mr. Shripal Shah	01628855	Executive Director	Member
3	Mr. Ram Gaud	02759052	Non-Executive - Independent Director	Member

Changes that took place in the composition of the Audit Committee during the year and as of the date of this report.

Mr. Prakash Lavji Vaghela and Ms. Damini Baid were inducted on the Audit Committee effective from 01st April 2024.

Mr. Prakash Lavji Vaghela is designated as Chairman of the Audit Committee effective from 01st April 2024.

Consequent to completion of their tenure effective 31st March 2024 (Closure of Business Hours), Mr. Ram Gaud Mr. Darshit Parikh ceased to be a member of Audit Committee.

(b) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024.

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Darshit Parikh	03492803	Non-Executive - Independent Director	Chairman
2	Mr. Ram Gaud	02759052	Non-Executive - Independent Director	Member
3	Mr. Prasad Anant Muley	10531689	Non-Executive - Independent Director	Member
4	Ms. Meloni Shah	03342248	Non-Executive - Non Independent Director	Member

Changes that took place in the composition of the Nomination and remuneration committee during the year and as of the date of this report.

Mr. Prasad Anant Muley was inducted on the nomination and remuneration committee effective March 4, 2024, and designated as chairman of the committee effective April 1, 2024.

Consequent to the completion of their tenure effective March 31, 2024 (Closure of Business Hours), Mr. Ram Gaud and Mr. Darshit Parikh ceased to be members of the Audit Committee.

Mr. Abhinav Anand, independent director of the company, resigned effective December 6, 2023. Consequent to his resignation as independent director, he ceases to be a member of the committee.

Mr. Prakash Lavji Vaghela and Ms. Damini Baid were inducted on the nomination and remuneration committee effective April 1, 2024.

Ms. Meloni Shah was inducted on the nomination and remuneration committee, effective January 1, 2024, upto March 31, 2024.

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2024

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Darshit Parikh	03492803	Non-Executive - Independent Director	Chairman
2	Mr. Prasad Anant Muley	10531689	Non-Executive - Independent Director	Member
3	Ms. Meloni Shah	03342248	Non-Executive - Non Independent Director	Member
4	Mr. Shripal Shah	01628855	Executive Director	Member

Changes that took place in the composition of the Stakeholders Relationship Committee during the year and as of the date of this report.

Mr. Prasad Anant Muley was inducted on the Committee effective March 4, 2024 up to March 31, 2024.

Mr. Abhinav Anand, independent director of the company, resigned effective December 6, 2023. Consequent to his resignation as independent director, he ceases to be a member of the committee.

Ms. Meloni Shah was inducted on the Stakeholders Relationship Committee, effective January 1, 2024, up to until March 31, 2024.

Mr. Prakash Lavji Vaghela and Ms. Damini Baid was inducted on the Committee effective from 01st April 2024 and Mr. Prakash Lavji Vaghela is designated as Chairman of the Committee effective from 01st April 2024.

The details with regard to the composition of the Committees of the Board and the number of meetings held during the year of such Committees, as required under the SEBI Listing Regulations, is separately provided in the Annual Report, as part of the Report on Corporate Governance Annexed to this Report as "Annexure VI".

3. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 25th March, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

4. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shripal Shah, Executive Director of the Company, retires by rotation and offers himself for re- appointment. The brief resume of Mr. Shripal Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

⁶ KEY MANAGERIAL PERSONNEL

During the period under review and as on the date of Report, the Key Managerial Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Shripal Shah (Chief Financial Officer & Whole Time Director)

(b) Mr. Shreyas Shah (Whole Time Director)

During the period under review, the following changes in Key Managerial Personnel occurred:

(a) Ms. Chaitali Pansari served as the Company Secretary & Compliance Officer until July 24, 2023.

(b) Ms. Reenal Khandelwal was appointed as the Company Secretary & Compliance Officer effective July 24, 2023.

7. BOARD MEETINGS:

During the year, Nine Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report annexed to this Report as "Annexure VI". which forms part of this report. The

intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

18. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31st March 2024. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

Further, for the year ended March 31, 2024, the company has a net profit of g 5.07 cr (Five Crore and Seven Lakhs), which exceeds the criteria laid down under Section 135, i.e., g5 crore. Therefore, according to the provisions of Section 135 of the Companies Act 2013, the company will spend at least two percent of the average net profits of the company made during the three immediately preceding financial years during the financial year 2024-25.

20. AUDITORS:

1. Statutory Auditors:

The Board has re-appointed of M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company for 2nd term of five consecutive years, from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2027, as approved by Shareholders of the Company.

2. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report and Certificate on Corporate Governance for F.Y. 2023-24 is annexed herewith as "Annexure II and VIII".

3. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

4. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Gaurav Shiv & Co Chartered Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

M/s Gaurav Shiv & Co Chartered Accountants, Mumbai has resigned as the internal Auditor of the Company with effect from May 24th, 2024. Further, the Company has appointed M/s KKMK & Associates, Chartered Accountants as the internal Auditor of the Company for FY 2024-25 & 2025-26 in the place of M/s Gaurav Shiv & Co Chartered Accountants, Mumbai with effect from May 24th, 2024.

21. AUDITOR''S REPORT

The Auditor''s Report and Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks. Report of the Statutory and Secretarial Auditor is given as an Annexure, which forms part of this report.

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Board''s Report as "Annexure VII".

²² SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2024, the Company has 2 subsidiaries i.e. Aryaman Capital Markets Limited & Escorp Asset Management Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There are no changes in subsidiaries, during the period under review. There has been no material change in the nature of business of the subsidiaries.

Company''s consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure III".

23. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.afsl.co.in/investor-relation.php

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Gaurav Shiv & Co., Chartered Accountants, as an Internal Auditors of the Company for the year under review, to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on quarterly and half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

²⁵ RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Aryaman Financial Services Limited continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (ss) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website http://www.afsl.co.in

²⁹. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Conservation of Energy

The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

The Capital Investment on energy conversation equipment - No Capital Investment yet.

2. Technology absorption

The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

The benefits derived like product improvement, cost reduction, product development or import substitution -

Not Applicable.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a) the details of technology imported;

b) the year of import;

c) whether the technology been fully absorbed;

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

3. The expenditure incurred on Research and Development - Not Applicable.

4. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given and Securities provided are provided in the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

32. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

33. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company''s website www.afsl.co.in

34. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

36. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

38. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is annexed to this Annual Report as "Annexure IV".

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

39. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the Report on Corporate Governance during the period under review with the Certificate issued by M/s JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report as "Annexure -VI".

40. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

â¢ In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

â¢ They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

â¢ They have prepared the annual accounts on a going concern basis.

â¢ They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

â¢ They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

41. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

42. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

43. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

R_egi_st_ered Offi_Ce: By order of the Board of Directors

₁₀₂, _Gang_{a Chambers}, FOR ARYAMAN FINANCIAL SERVICES LIMITED

6A/1, W.E.A., Karol Bagh,

New Delhi - 110 0051

Tel : 022 - 6216 6999 Sd/-

Fax: 022 - 2263 0434 Shripal Shah

CIN: L74899DL1994PLC059009 DIN: 01628855

^Website: htt^p:^//www.^afsl.^cÂ°.ⁱⁿ (Chairman & Executive Director)

^Email: i^f@gfsLcain Mumbai, September 3, 2024

Mar 31, 2023

The Directors take pleasure in presenting their Twenty Ninth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2023 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2023 and previous financial year ended March 31, 2022 is given below:

Consolidated Financial Performance: (Rs. in Lakhs)
Particulars	Consolidated		Standalone
Particulars	31-Mar-2023	31-Mar-2022	31-Mar-2023	31-Mar-2022
Total Income	5569.75	8476.64	663.01	513.20
Less: Expenditure	4923.03	7622.17	401.05	326.79
Profit before Depreciation	646.72	854.47	261.96	186.41
Less: Depreciation	15.60	12.59	8.26	8.06
Profit before Tax	631.13	841.88	253.7	178.35
Provision for Taxation	117.01	89.40	63.86	43.94
Profit after Tax	514.12	752.48	189.84	134.41
Other Comprehensive Income	1534.33	388.66	-	-
Total Comprehensive Income	2048.44	1141.13	189.84	134.41
Total Profit/Loss for the year attributable to:
Owners of the Company	392.43	465.79	-	_-
Non-Controlling Interests	121.68	286.69	-	_-
Other Comprehensive Income for the year attributable to:
Owners of the Company	999.10	210.25	-	-
Non-Controlling Interests	535.22	178.40	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	1391.53	676.04	-	-
Non-Controlling Interests	656.91	465.09	-	-
Earnings Per Share (Face Value of ?10)
(1) Basic	3.36	3.99	1.62	1.15
(2) Diluted	3.36	3.99	1.62	1.15

Standalone

The Total Income of the Company stood at Rs.89.13 lacs for the year ended March 31, 2023 as against Rs 513.20 Lacs in the previous year. The Company made a Net Loss of Rs. 29.32 Lacs for the year ended March 31, 2023 as compared to the Net Profit of Rs. 134.41 Lacs in the previous year.

Consolidated:

The Consolidated Total Income is Rs.5569.75 Lacs for the financial year ended March 31, 2023 as against Rs. 8,476.64 Lacs during the previous financial year. Consolidated Net Profit is Rs.514.12 Lacs for the year ended March 31, 2023 as compared to Rs. 752.48 Lacs in the previous year registering decrease of 37.638%

The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2023.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2022-23, there was no amount due for transfer to IEPF.

6. SHARE CAPITAL

The authorized share capital of the company is Rs. 11,70,00,000/- divided into 1,17,00,000 equity shares of Rs. 10/-The paid-up share capital of the Company is Rs 11,68,20,000 divided into 1,16,82,000 Equity shares of Rs. 10/-Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

7. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

9. DISCLOSURES BY DIRECTORS

10. REMUNERATION POLICY:

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

12. EXTRACT OF ANNUAL RETURN:

The web link for accessing extract of annual return is https://www. afsl.co.in/investor-relation.php

13. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31, 2023.

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, an Independent Directors were attended two familarisation programmes and no new Independent Directors were inducted to the Board.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:i. Change in Directors

During the period under review, there were no changes in Director.

ii. Committees of Board of Directors

There has been no change in Committees of Board of Directors during period under review.

iii. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shah, Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the âAnnexure Aâ to notice of the ensuing AGM.

16. KEY MANAGERIAL PERSONNEL

As on 31st March 2023, the Key Managerial Personnel (KMP) of the Company appointed under the provisions of Section 203 of the Companies Act, 2013, are Shripal Shah (Chief Financial Officer & Whole Time Director), Shreyas Shah (Whole time Director) & Chaitali Pansari (Company Secretary & Compliance Officer)

There were Changes in Key Managerial Personnel during under review as mentioned below:

a) Ms. Chaitali Pansari- Company Secretary & Compliance Officer upto July 24, 2023

b) Ms. Reenal Khandelwal - Company Secretary & Compliance Officer w.e.f July 24, 2023

17. BOARD MEETINGS:

During the year, Six Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

18. AUDIT COMMITTEE:

The Audit Committee comprises of, Mr. Darshit Parikh (Chairman), Mr. Shripal Shah (Member) and Mr. Ram Gaud (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendation made by the Audit Committee was accepted by the Board of Directors.

19. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholdersâ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

21. AUDITORS:i. Statutory Auditors:

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as âAnnexure IIâ.

iii. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Gaurav Shiv & Co, Chartered Accountants, Delhi (FRN No. 032322N) as the Internal Auditors of your Company for the Financial Year 2022-23 . The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from me to me.

22. AUDITORâS REPORT:

The Auditorâs Report and Secretarial Auditorâs Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2023, the Company has 2 subsidiaries i.e. Aryaman Capital Markets Limited & Escorp Asset Management Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There are no changes in subsidiaries, during the period under review. There has been no material change in the nature of business of the subsidiaries.

The Annual Accounts of the above referred subsidiary shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. Companyâs consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as

âAnnexure IIIâ.

24. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https ://www. afsl.co.in/investor-relation.php

25. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Gaurav Shiv & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

26. RISK ASSESSMENT AND MANAGEMENT:

27. LISTING WITH STOCK EXCHANGES:

Aryaman Financial Services Limited continues to be listed on BSE Limited. It has paid the Annual Listing Fees for the year 2023-24 to BSE Limited.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website http://www.afsl.co.in

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.iv. Foreign exchange earnings and Outgo - Not Applicable.31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given and Securities provided are provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised âCode of Conduct for Prevention of Insider Tradingâ (âthe Insider Trading Codeâ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âthe Codeâ) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companyâs website www.afsl.co.in

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the

Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

37. FRAUD REPORTING

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

39. HUMAN RESOURCES:

Your Company considers people as its biggest assets and âBelieving in Peopleâ is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ), is annexed to this Annual Report as Annexure (IV).

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

41. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2022-23.

42. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2022-23.

43. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Mar 31, 2018

The Members,

The Directors take pleasure in presenting their Twenty Fourth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2018 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2018 and previous financial year ended March 31, 2017 is given below:

(Rs. in Lacs)

Particulars	Standalone		Consolidated
Particulars	31-Mar-18	31-Mar-17	31-Mar-18	31-Mar-17
Total Income	1,090.88	505.98	3,940.90	2,841.93
Less: Expenditure	755.47	355.30	3,538.86	2,509.40
Profit before Depreciation	335.41	150.68	402.04	332.53
Less: Depreciation	11.51	10.77	19.07	17.03
Profit before Tax	323.90	139.91	382.97	315.49
Provision for Taxation	82.86	40.17	84.34	76.90
Profit after Tax	241.04	99.74	298.63	238.59

FINANCIAL PERFORMANCE: Standalone:

The Total Income of the Company stood at Rs. 1,090.88 Lacs for the year ended March 31, 2018 as against Rs.505.98 Lacs in the previous year. The Company made a Net Profit of Rs.241.04 Lacs for the year ended March 31, 2018 as compared to the Net Profit of Rs.99.74 Lacs in the previous year.

Consolidated:

The Consolidated Total Income was higher by 38.67% at Rs.3,940.90 Lacs for the financial year ended March 31, 2018 as against Rs.2,841.88 Lacs during the previous financial year. Consolidated Net Profit was higher at R 298.63 Lacs for the year ended March 31, 2018 as compared to Rs.238.56 Lacs in the previous year registering an increase of 25.18%.

2. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2018.

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

There is no change in directorship of Board of Directors, during the period under review.

ii. Committees of Board of Directors

There is no change in Committees of Board of Directors.

iii. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company

iv. Retirement by Rotation of the Directors

The brief resume of Mr. Shripal Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the âAnnexure Aâ to notice of the ensuing AGM.

v. Key Managerial Personnel

During the period under review, there are no changes in Key Managerial Personnelâs of the Company.

vi. Re-appointment of Directors

The Board of Directors on recommendation of Nomination and Remuneration Committee has recommended for reappointment of Whole Time Directors and Independent Directors of the Company for a period of 5 years w.e.f April 01, 2019 to March 31,2019.

5. MEETINGS:

During the year, Five Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. AUDIT COMMITTEE:

7. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2018. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to 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 MGT-9 in annexed as a part of this Annual Report as âAnnexure Iâ .

9. REMUNERATION POLICY:

10. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7^th May 2018 deleting the provision of annual ratification of the appointment of auditor, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with and no resolution has been proposed for the same.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2017-18. The Secretarial Audit Report for F.Y. 2017-18 is annexed herewith as âAnnexure IIIâ.

iii. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

11. AUDITORâS REPORT:

12. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp ://afsl. co.in/investor-relation. html.

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed Thakur & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

14. RISK ASSESSMENT AND MANAGEMENT:

15. LISTING WITH STOCK EXCHANGES:

Aryaman Financial Services Limited continues to be listed on BSE Limited. It has paid the Annual Listing Fees for the year 2017-2018 to BSE Limited.

16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2018, your Company has 2 subsidiaries (Aryaman Capital Markets Limited & Escorp Asset Management Limited). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There are no changes in subsidiaries, during the period under review.

The Annual Accounts of the above referred subsidiary shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. Companyâs consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per âInd-AS 110 Consolidated Financial Statementsâ. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as âAnnexure IVâ.

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

19. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

21. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment.

24. HUMAN RESOURCES:

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

25. CORPORATE GOVERNANCE:

26. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

27. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

28. ACKNOWLEDGEMENTS:

Registered Office: By Order Of The Board Of Directors

102, Ganga Chambers, FOR ARYAMAN FINANCIAL SERVICES LIMITED

6A/1, W.E.A., Karol Bagh,

New Delhi - 110 0051

Tel : 022 - 6216 6999 ^Sd/-

Shripal Shah

^{Fax: 022 - 2263 0434} _{DIN: 01628855}

CIN: L74899DL1994PLC059009

(Chairman & Executive Director)

Website:http://www.afsl.co.in Mumbai, Tuesday, August 14, 2018

Email:imo@,afsl.co.m

Mar 31, 2015

Dear members,

The Directors present hereunder the 21th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2015. The financial results are summarized as under:

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(STANDALONE):

(Rs. in Lacs)

Particulars 31-Mar-15 31-Mar-14

Total Income 176.83 263.23

Less: Expenditure 136.09 211.82

Profit before Depreciation 43.17 53.87

Less: Depreciation 2.43 2.39

Profit before Tax 40.74 51.47

Provision for Taxation 8.42 10.29

Profit after Tax 32.32 41.18

2. DIVIDEND:

In order to conserve the resources, the directors do not recommend any dividend for the year.

3. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shripal Shah, Executive Director of the Company retires by rotation and offers himself for re-appointment.

Mr. Shripal Shah & Mr. Shreyas Shah will continue to be Executive Directors while Mr. Ram Gaud, Mr. Darshit Parikh and Mrs. Tejal Vala shall continue to be Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the member's approval.

During the year under review Mr. Malcolm Mascarenhas was appointed as the Company Secretary and Key Managerial Personnel of the company. Mr. Shripal Shah continues to be the Chief Financial Officer and Key Managerial Personnel of the company.

5. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were convened and held on 26.05.2014, 13.08.2014, 12.11.2014, 12.02.2015, 10.03.2015.The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of evaluation of Independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken by the company.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

8. RETIREMENT BY ROTATION:

Section 149 of the Companies Act, 2013 provides that an Independent Director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years. Independent Directors are no longer liable to retire by rotation.

9. INTERNAL AUDIT & CONTROLS

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

10. AUDITORS AND AUDITOR'S REPORT:

a) STATUTORY AUDITOR

The Directors recommend the ratification of the appointment of Auditor, M/s Thakur, Vaidyanath Aiyar & Co (Registration No 000038N) at the forthcoming AGM. The Auditors confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure II".

There are no qualifications, reservations or adverse remarks or disclaimers by the Secretarial Auditor in the Secretarial Audit Report.

11. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.afsl.co.in

12. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments, affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for the year ended on that date;

iii) 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 and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the Annual Accounts for the financial year ended March 31, 2015 on a ÂGoing Concern' basis; and

v) the directors, in the case of a listed company, 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.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, The Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.afsl.cio.in

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note to the financial statements forming part of this Annual Report.

16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding company's Balance Sheet if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in its Annual Report and accordingly, the Company is not attaching the Balance Sheets of the subsidiary companies.

Further, as required under the said circular, a statement of financial information of the subsidiary company; Aryaman Capital Markets Limited (formally known as Aryaman Broking Limited) is given in Annexure attached to this Report.

The Annual Accounts of the above referred subsidiary shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. As required by Accounting Standard-21 (AS-21), issued by the Institute of Chartered Accounts of India, the Company's consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries.

17. EXTRACT OF ANNUAL RETURN:

As required pursuant to 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 MGT 9 as a part of this Annual Report as ANNEXURE I .

18. PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under during the year ended March 31, 2014.

19. PERSONNEL:

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

During the year under review nine employees were in receipt of remuneration not exceeding the limits under review as prescribed under the provisions of Section 134 of the Companies Act, 2013, as amended, hence no such particulars are furnished. ANNEXURE III.

The Board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNICAL ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company is not engaged in any manufacturing activity and therefore provisions of Section 134(3)(m) of the Companies Act, 2013 are not applicable to the company.

21. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Corporate Governance Report

* Certificate regarding compliance of conditions of Corporate Governance

22. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from JNG & CO., a firm of Company Secretaries in Practice, regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

23. AUDIT COMMITTEE:

The Audit Committee consists of Mr. Darshit Parikh, Mr. Shripal Shah and Mr. Ram Gaud. Mr. Darshit Parikh is Chairman of the Audit Committee. The Committee interalia reviewed the internal control system and reports of Internal Auditors and compliance of various regulations. The Committee reviews at length the financial statements and approves the same before they are placed before the Board of Directors.

24. LISTING OF SECURITIES:

The equity shares of your Company continue to be listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited. However since Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited are no longer Stock Exchanges having national wide terminals, the Company is in the process of delisting of securities from the said stock exchanges.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, other business constituents and members during the year under review and also look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Directors

Sd/- sd/- Place: Mumbai Shripal Shah Shreyas Shah Date: August 13, 2015 Executive Director Executive Director

Mar 31, 2014

TO THE MEMBERS

The Directors present hereunder the 20th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2014. The financial results are summarized as under:

Standalone Financial Results

(Rs. in Lacs) Particulars 31-Mar-14 31-Mar-13

Total Income 263.29 323.71

Less: Expenditure 209.43 271.82

Profit before Depreciation 53.86 51.89

Less: Depreciation 2.39 1.55

Profit before Tax 51.47 50.34

Provision for Taxation 10.29 9.95

Profit after Tax 41.18 40.39

Closing Balance of P&L Account (167.32) (208.50)

DIVIDEND

Due to insufficient Profit during the year, the directors do not recommend any dividend for the year.

DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review. THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013/Act) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the Companies Act, 2013 which are yet to be notified. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditorÃ¢ÂÂs report and boardÃ¢ÂÂs report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the CompanyÃ¢ÂÂs financial statements, auditorÃ¢ÂÂs report and BoardÃ¢ÂÂs report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. With respect to other provisions of the Act, appropriate references have been made in this report to the extent these provisions have become applicable effective April 1, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shah, Executive Director of the Company retires by rotation and offers himself for re- appointment.

Mr. Shripal Shah & Mr. Shreyas Shah will continue to be Executive Directors while Mr. Ram Gaud, Mr. Darshit Parikh and Mrs. Tejal Vala shall continue to be Independent Directors of the Company. The Company has received requisite notices in writing from members proposing the candidature of Mr. Ram Gaud, Mr. Darshit Parikh and Mrs. Tejal Vala for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the memberÃ¢ÂÂs approval.

CLASSIFICATION OF DIRECTORS AS PER COMPANIES ACT, 2013

Section 149 of the Companies Act, 2013 which defines the composition of the Board and the criteria for a director to be considered as independent has been notified effective April 1, 2014. Nominee directors i.e. a director nominated by any financial institution in pursuance of the provisions of any law for the time being in force, or of any agreement, or appointed by any Government, or any other person to represent the interests of the financial institution/Government/any other person are excluded from the definition of Independent Director. The Board of the Company consists of 5 Directors, out of which three are Independent Directors and two are Executive Directors. In classification of Directors as independent, the company has relied on the declaration of independence provided by the Independent Directors as prescribed under Section 149(7) of the Act and placed at the Board Meeting of the Company held on May 26, 2014.

RETIREMENT BY ROTATION

Section 149 of the Companies Act, 2013 provides that an Independent Director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years. Independent Directors are no longer liable to retire by rotation.

As per the explanation provided under Section 149 of the Companies Act, 2013 any tenure of an Independent Director on the date of commencement of this Section i.e. April 1, 2014 shall not be counted as a term. The tenure of every Independent Director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014.

AUDITORS AND AUDITORÃ¢ÂÂS REPORT STATUTORY AUDITOR

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuring Annual General Meeting and is eligible for re-appointment for a period of three years from the conclusion of this Annual General Meeting. The Directors recommend their re-appointment by the Members at the forthcoming AGM. Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

DIRECTORÃ¢ÂÂS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state:

1. While preparing annual accounts the applicable accounting standards have been followed with proper explanation.

2. The Company has selected such accounting policies and applied them consistently and made judgment that are reasonable and prudent which give true and fair view of affairs of the Company at the end of financial year and of the profit of the company for the financial year.

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and the preventing and detecting the frauds and other irregularities.

4. The Company has prepared accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement, the attached consolidated financial statements have been prepared in accordance with Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standards AS-23 on Accounting for Investments in Associates.

PERSONNEL

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

The relations between the Management and employees of the Company are cordial. Your Directors wish to place on record appreciation of service rendered by all the staff members. There is no employee who draws salary in excess of the limits as prescribed under section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 as amended.

The Board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

CONSERVATION OF ENERGY, TECHNICAL ABSORBATION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable to the company.

CORPORATE GOVERNANCE

During the year under report, your Company has followed the Corporate Governance practices very well. The required internal procedures and systems for governance have been in place. The meetings are taking place periodically as per ideal practices mentioned in the Clause 49 of the Listing Agreement.

Management discussions and Analysis Report is separately given in the Annual Report. A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDIT COMMITTEE:

The Audit Committee consists of Mr. Darshit Parikh, Mr. Shripal Shah and Mr. Ram Gaud. Mr. Darshit Parikh is Chairman of the Audit Committee. The Committee interalia reviewed the internal control system and reports of Internal Auditors and compliance of various regulations. The Committee reviews at length the financial statements and approves the same before they are placed before the Board of Directors.

LISTING AT THE STOCK EXCHANGE

The equity shares of your Company continue to be listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited. However since Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited are no longer Stock Exchanges having national wide terminals, the Company is in the process of delisting of securities from the said stock exchanges

SUBSIDARIES

Your company has one subsidiary i.e. Aryaman Capital Markets Limited (Formerly known as Aryaman Broking Limited).

Pursuant to the approval of the central government under Section 212(8) of the Companies Act, 1956, copies of the balance sheet, profit & loss account, report of the Board of Directors and Report of the Auditors of each of the subsidiary companies have not been attached to the accounts of your Company for financial year 2013-2014. The Board of Directors has given its consent for not attaching the financial statements of the subsidiaries referred to in the aforesaid annexed statement, pursuant to the general circular no. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs, Government of India. Your Company will make these documents/ details available upon request by any member of Your Company. These documents/ details will also be available for inspection by any member of Your Company at its registered office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS-21), issued by the Institute of Chartered Accounts of India, the Company''s consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries.

The Subsidiary Company Aryaman Capital Markets Limited has pursuant to relevant laws and rules filed a Draft Prospectus dated August 11, 2014 with the BSE Ltd. and it proposes to list itself separately through an IPO on the SME Platform of BSE.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes occurred between the end of financial year to which the balance sheet relates and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company in difficult times faced by the Company in the past. The Company is able to grow the business with the help of all the above and it is confident that the Company will regain its position (among top 3), which was claimed by the Company during the peak period. The Directors express their gratitude towards each one of them.

Place: Mumbai For and behalf of the Board For and behalf of the Board Date: May 26, Shripal Shah Shreyas Shah 2014 Sd/- Sd/- Executive Director Executive Director

Mar 31, 2013

TO THE MEMBERS

The Directors present hereunder the 19th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2013. The financial results are summarized as under:

Standalone Financial Results (Rs.inLacs)

Particulars 31-Mar-13 31-Mar-12

Total Income 323.71 127.40

Less: Expenditure 271.82 86.19

Profit before Depreciation 51.89 41.21

Less: Depreciation 1.55 0.66

Profit before Tax 50.34 40.55

Provision for Taxation 9.95 7.62

Profit after Tax 40.39 32.93

Closing Balance of P&L Account (208.50) (248.90)

DIVIDEND

Due to insufficient Profit during the year, the directors do not recommend any dividend for the year.

DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ram Gaud, Independent Director of the Company retires by rotation and offers himself for re- appointment.

The Board of Directors at its meeting held on May 29, 2013 appointed Mr. Shreyas Shah as an Additional Director of the Company and Mr. Shreyas Shah will hold office upto the date of this Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from a member of the Company with requisite deposit signifying his intention to propose Mr. Shreyas Shah as the Director of the Company.

Mr. Shripal Shah & Mr. Shreyas Shah will continue to be Executive Directors, while Mr. Ram Gaud, Mrs. Tejal Vala and Mr. Darshit Parikh will continue to be Independent Directors of the Company.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the member''s approval.

AUDITORS AND AUDITOR''S REPORT

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuring Annual General Meeting and is eligible for re-appointment. The Directors recommend their re- appointment by the Members at the forthcoming AGM. Comments made by the Auditors in their report are self- explanatory and therefore do not call for any further explanations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

1. While preparing annual accounts the applicable accounting standards have been followed with proper explanation.

2. The Company has selected such accounting policies and applied them consistently and made judgment that are reasonable and prudent which give true and fair view of affairs of the Company at the end of financial year and of the profit of the company for the financial year.

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and the preventing and detecting the frauds and other irregularities.

4. The Company has prepared accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement, the attached consolidated financial statements have been prepared in accordance with Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standards AS-23 on Accounting for Investments in Associates.

PERSONNEL

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

The relations between the Management and employees of the Company are cordial. Your Directors wish to place on record appreciation of service rendered by all the staff members. There is no employee who draws salary in excess of the limits as prescribed under section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 as amended.

The Board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

CONSERVATION OF ENERGY, TECHNICAL ABSORBATION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable to the company.

CORPORATE GOVERNANCE

During the year under report, your Company has followed the Corporate Governance practices very well. The required internal procedures and systems for governance have been in place. The meetings are taking place periodically as per ideal practices mentioned in the Clause 49 of the Listing Agreement.

Management Discussions and Analysis Report is separately given in the Annual Report. A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

LISTING AT THE STOCK EXCHANGE

The equity shares of your Company continue to be listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange Limited & Delhi Stock Exchange Limited.

SUBSIDIARIES

Your Company has one subsidiary i.e. Aryaman Broking Limited

Pursuant to the approval of the central government under Section 212(8) of the Companies Act, 1956, copies of the balance sheet, profit and loss account, report of the Board of Directors and Report of the Auditors of each of the subsidiary Companies have not been attached to the accounts of your Company for financial year 2012-2013. The Board of Directors has given its consent for not attaching the financial statements of the subsidiaries referred to in the aforesaid annexed statement, pursuant to the general circular no. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs, Government of India. Your Company will make these documents/ details available upon request by any member of Your Company. These documents/ details will also be available for inspection by any member of Your Company at its registered office and also at the registered offices of the concerned subsidiaries. As required by Accounting Standard-21 (AS-21), issued by the Institute of Chartered Accountants of India, the Company''s consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries.

MATERIAL CHANGES AND COMMITMENTS

No material changes occurred between the end of financial year to which the balance sheet relates and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company in difficult times faced by the Company in the past. The Company is able to grow the business with the help of all the above and it is confident that the Company will regain its position (among top 3), which was claimed by the Company during the peak period. The Directors express their gratitude towards each one of them.

Place: Mumbai For and behalf of the Board For and behalf of the Board

Shripal Shah Shreyas Shah

Date: May 29, 2013 Executive Director Executive Director

Mar 31, 2012

The Directors present hereunder the 18th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2012 . The financial results are summarized as under:

Standalone Financial Results (Rs. in Lacs)

Particulars 31-Mar-12 31-Mar-11

Total Income 127.40 139.73

Less: Expenditure 86.19 110.13

Profit before Depreciation 41.21 29.59

Less: Depreciation 0.66 0.64

Profit before Tax 40.55 28.95

Provision for Taxation 7.62 5.26

Profit after Tax 32.93 23.69

Closing Balance of P&L Account (248.90) (281.83)

DIVIDEND

Due to insufficient Profit during the year, the directors do not recommend any dividend for the year.

DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Darshit Parikh, Independent Director of the Company retires by rotation and offers himself for re- appointment.

The Board of Directors at its meeting held on 24th August, 2012 appointed Mrs. Tejal Vala as an Additional Director of the Company and Mrs. Tejal Vala will hold office upto the date of this Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from a member of the Company with requisite deposit signifying his intention to propose Mrs. Tejal Vala as a Director of the Company.

Mr. Shripal Shah will continue to be Executive Director, while Mrs. Tejal Vala and Mr. Darshit Parikh will continue to be Independent Directors of the Company.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the members approval.

AUDITORS AND AUDITOR'S REPORT

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment by the Members at the forthcoming AGM. Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 your Directors state:

1. While preparing annual accounts the applicable accounting standards have been fallowed with proper explanation. :

2. The Company has selected such accounting policies and applied them consistently and made judgment that are reasonable and prudent which give true and fair view of affairs of the Company at the end of financial year and. of the profit of the company for the financial year.

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and the preventing and detecting the frauds and other irregularities.

4. The Company has prepared accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement, the attached consolidated financial statements have been prepared in accordance with Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standards AS-23 on Accounting for Investments in Associates.

PERSONNEL

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

The relations between the Management and employees of the Company are cordial. Your Directors wish to place on record appreciation of service rendered by all the staff members. There is no employee who draws salary in excess of the limits as prescribed under section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 as amended.

The Board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

CONSERVATION OF ENERGY, TECHNICAL ABSORBATION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable to the company.

CORPORATE GOVERNANCE

During the year under report, your Company has followed the Corporate Governance practices very well. The required internal procedures and systems for governance have been in place. The meetings are taking place periodically as per ideal practices mentioned in the Clause 49 of the Listing Agreement.

Management discussions and Analysis Report is separately given in the Annual Report. A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from Practising Company Secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

MATERIAL CHANGES AND COMMITENTS

There were no material changes occurred between the end of financial year to which the balance sheet relates and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company in difficult times faced by the Company in the past. The Company is able to grow the business with the help of all the above and it is confident that the Company will regain its position (among top 3), which was claimed by the Company during the peak period. The Directors express their gratitude towards each one of them.

Place: Mumbai For and behalf of the Board For and behalf of the Board

Shripal Shah Ram Gaud

Date: August 24, 2012 Executive Director Director

Mar 31, 2011

DIRECTORÃS REPORT TO THE MEMBERS

The Directors present hereunder the 17th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2011. The financial results are summarized as under:

Financial Results (Rs. in Lacs)

Particulars 31-Mar-11 31-Mar-10

Income from operations 139.85 50.94

Less: Expenditure 110.26 49.70

Profit before Depreciation 29.59 1.24 Less: Depreciation 0.64 0.54

Profit before Tax 28.95 0.70

Provision for Taxation 5.26 0.24

Profit after Tax 23.69 0.46

Balance carried to Balance sheet (281.83) (305.51)

DIVIDEND

Due to insufficient Profit during the year, the directors do not recommend any dividend for the year.

DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

DIRECTORS

Mr. Ram Gaud, Independent Director of the Company retires by rotation and offers himself for re- appointment. The shareholders are requested to consider his candidature for reappointment as a Director.

Mr. Shripal S Shah will continue to be Executive Director, while Mr. Mohan Datari and Mr. Darshit Parikh will continue to be Independent Directors of the Company.

AUDITORS AND AUDITORÃS REPORT

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Directors recommend their re-appointment by the Members at the forthcoming AGM.

Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

DIRECTORÃS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 your Directors state:

1) While preparing annual accounts the applicable accounting standards have been followed with proper explanation.

2) Company has selected such accounting policies and applied them consistently and made judgment that are reasonable and prudent which give true and fair view of affairs of the Company at the end of financial year and of the profit or loss of the company for that year.

3) Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and the preventing and detecting the frauds and other irregularities.

4) Company has prepared accounts on a going concern basis.

PERSONNEL

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

The relations between the Management and employees of the Company are cordial. Your Directors wish to place on record appreciation of service rendered by all the staff members. There is no employee who draws salary in excess of the limits as prescribed under section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 as amended.

The board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

CONSERVATION OF ENERGY, TECHNICAL ABSORBATION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of section 217(1) of the Companies Act, 1956 are not applicable.

CORPORATE GOVERNANCE

During the year under report, your Company has followed the Corporate Governance practices very well. The required internal procedures and systems for governance have been in place. The meetings are taking place periodically as per ideal practices mentioned in the code.

Management discussions and Analysis Report is separately given in the Annual Report. A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the listing agreement is attached to this report.

MATERIAL CHANGES AND COMMITENTS

There were no material changes occurred between the end of financial year to which the balance sheet relates and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company in difficult times faced by the Company in the past. The Company is able to grow the business with the help of all the above and it is confident that the Company will regain its position (among top 3), which was claimed by the Company during the peak period. The Directors express their gratitude towards each one of them.

For and behalf of the Board

Shripal Shah Executive Director

Place: Mumbai Date: August 24, 2011

Mar 31, 2010

The Directors present hereunder the 16lh Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2010. The financial results are summarized as under:

Financial Results (Rs. in Lacs)

Particulars 31-Mar-10 31-Mar-09

Income from operations 50.94 4.74

Less: Expenditure 49.70 27.00

Profit before Depreciation 1.24 (22.26)

Less: Depreciation 0.5 40.27

Profit before Tax 0.70 (22.53)

Provision for Taxation 0.24 (0.04)

Profit after Tax 0.46 (22.67)

Balance carried to Balance sheet (305.51) (305.98)

DIVIDEND

Due to insufficient Profit during the period, the directors do not recommend any dividend for the period.

DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the period under review.

DIRECTORS

Mr. Mohan Datari, Independent Director of the Company retires by rotation and offers himself for re- appointment. The shareholders are requested to consider his candidature for reappointment as a Director.

Mr. D S Sharma & Mr. Shripal S Shah will continue to be Executive Director and Mr. Ram M. Gaud will continue to be Independent Directors of the Company.

AUDITORS AND AUDITORS REPORT

M/s Thakur Vaidyanath Aiyar & Co., Chartered Accountant, the statutory auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Directors recommend their re-appointment by the Members at the forthcoming AGM.

Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 your Directors state:

1) While preparing annual accounts the applicable accounting standards have been followed with proper explanation.

2) Company has selected such accounting policies and applied them consistently and made judgment that are reasonable and prudent which give true and fair view of affairs of the Company at the end of financial year and of the profit or loss of the company for that period.

3) Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and the preventing and detecting the frauds and other irregularities.

4) Company has prepared accounts on a going concern basis.

PERSONNEL

The Board wishes to inform you that your Company has appointed new employees to look after the Merchant Banking division of the Company. The Company plans to recruit more employees in Merchant Banking, Secretarial, Marketing and Accounts section once the Business is grown.

The relations between the Management and employees of the Company are cordial. Your Directors wish to place on record appreciation of service rendered by all the staff members. There is no employee who draws salary in excess of the limits as prescribed under section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 as amended.

The board wishes to place on record their gratitude for continued co-operation, assistance and guidance extended by the Banks, clients, Stock Exchange Members and associates.

CONSERVATION OF ENERGY, TECHNICAL ABSORBATION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of section 217(1) of the Companies Act, 1956 are not applicable.

CORPORATE GOVERNANCE

During the period under report, your Company has followed the Corporate Governance practices very well. The required internal procedures and systems for governance have been in place. The meetings are taking place periodically as per ideal practices mentioned in the code.

Management discussions and Analysis Report is separately given in the Annual Report. A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the listing agreement is attached to this report.

MATERIAL CHANGES AND COMMITENTS

There were no material changes occurred between the end of financial year to which the balance sheet relates and the date of this report.

ACKNOWLEDGEMENT

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company in difficult times faced by the Company in the past. The Company is able to grow the business with the help of all the above and it is confident that the Company will regain its position (among top 3), which was claimed by the Company during the peak period. The Directors express their gratitude towards each one of them.

For and behalf of the Board

D S Sharma Shripal Shah

Executive Director Executive Director

Place: Mumbai

Date: August 25, 2010

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Directors Report of Aryaman Financial Services Ltd.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Standalone and Consolidated Financial Performance:

STANDALONE

CONSOLIDATED:

2. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

4. DIVIDEND:

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTIONFUND:

6. SHARE CAPITAL:

7. CHANGE IN SHARE CAPITAL:

8. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as of 31st March 2025

16. KEY MANAGERIAL PERSONNEL:

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

18. BOARD MEETINGS:

19. BOARD EVALUATION:

20. CORPORATE SOCIAL RESPONSIBILITY:

21. AUDITORS:

i. Statutory Auditors:

ii. Secretarial Auditor:

22. AUDITORâS REPORT:

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

24. VIGIL MECHANISM:

25. INTERNAL AUDIT & CONTROLS:

26. RISK ASSESSMENT AND MANAGEMENT:

27. LISTING WITH STOCK EXCHANGES:

28. POLICIES AND DISCLOSURE REQUIREMENTS:

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

i. Conservation of Energy

c) The Capital Investment on energy conservation equipment - No Capital Investment yet.

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution

iv. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

32. DEPOSITS:

33. PREVENTION OF INSIDER TRADING:

34. RELATED PARTY TRANSACTIONS:

35. SIGNIFICANT AND MATERIAL ORDERS:

36. FRAUD REPORTING:

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

39. GENDER-WISE COMPOSITION OF EMPLOYEES:

40. HUMAN RESOURCES:

41. CORPORATE GOVERNANCE:

42. DIRECTORSâ RESPONSIBILITY STATEMENT:

10. DISCLOSURES BY DIRECTORS:

11. COMPANYâS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS,KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

12. MATERIAL CHANGES AND COMMITMENTS:

13. ANNUAL RETURN:

14. FAMILIARISATION PROGRAMME FOR DIRECTORS:

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as of 31st March 2025

16. KEY MANAGERIAL PERSONNEL:

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

18. BOARD MEETINGS:

19. BOARD EVALUATION:

20. CORPORATE SOCIAL RESPONSIBILITY:

21. AUDITORS:

i. Statutory Auditors:

ii. Secretarial Auditor:

22. AUDITORâS REPORT:

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

24. VIGIL MECHANISM:

25. INTERNAL AUDIT & CONTROLS:

26. RISK ASSESSMENT AND MANAGEMENT:

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION
FUND:

8. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

The details with regard to the composition of the Committees of the Board as on 31^st March 2025.

22. AUDITORâS REPORT:

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

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

42. DIRECTORSâ RESPONSIBILITY STATEMENT:

11. COMPANYâS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS,
KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

The details with regard to the composition of the Committees of the Board as on 31^st March 2025.

22. AUDITORâS REPORT:

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

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

42. DIRECTORSâ RESPONSIBILITY STATEMENT:

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT
2013:

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9
OF THE COMPANIES ACT 2013:

⁶ KEY MANAGERIAL PERSONNEL

²⁵ RISK ASSESSMENT AND MANAGEMENT:

²⁹. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

^Email: i^f@gfsLcain Mumbai, September 3, 2024