Arihants Securities Ltd Directors Report

To

Members of the Company,

Your directors take great pleasure in presenting the THIRTY FIRST Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31-03-2025.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

Particulars	2024-2025	2023-2024
	(In lakhs)	(In lakhs)
Revenue from operation	26.61	25.75
Other income	102.58	255.15
Total income	129.19	280.90
Total Expense	63.01	134.29
Profit/loss) before Tax	66.19	146.62
Tax Expense
Current	17.37	43.33
Deferred Tax	-	-
Profit / (Loss) After Tax	48.82	103.29

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS

AFFAIRS

Your Company is registered as a Non-Banking Financial Company (NBFC) pursuant to Certificate of Registration dated April 01^st,1998 issued by the Reserve Bank of India under section 45IA of the Reserve Bank of India Act,1934.

During the year under report, the total income of the Company is Rs. 129.19 lakhs during the year under review as against Rs. 280.90 lakhs in the previous financial year; and the company has made a profit before tax of Rs. 66.19 lakhs during the year under review as compared to Profit of Rs. 146.62 lakhs in the previous financial year; The profit after tax and other comprehensive income during the year under review is at Rs. 48.82 lakhs as compared to profit of Rs. 103.29 lakhs in the previous financial year.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose carrying any amount to reserves during the financial year.

TRANSFERS TO RESERVE FUND:

Under section 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, non-banking financial Companies (‘NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, in the year 2024-25, Arihants Securities Limited (the Company) has transferred a sum of 9.76 lakh to its reserve fund.

DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ending on 31^st March 2025. Since the Board has considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

INDEPENDENT DIRECTORS AND FAMILIRISATION PROGRAMME

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and are not being disqualified to act as an Independent Director.

In compliance with Regulation 25 & 16 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto. the Board has adopted a policy on a familiarization programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates business model of the Company, their roles, rights, and responsibilities in the Company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

The Board of Directors of the Company has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors. This exercise was carried out through structured questionnaires formulated by the Nomination & Remuneration Committee. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

The performance evaluation of the Non-Independent Directors, Chairman and the Board were carried out by the Independent Directors.

The Directors have expressed their satisfaction with the evaluation process and its results.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 203 of the Companies Act, 2013 and the SEBI Listing Regulations:

1. Mrs. Rajshri Choudhary	: Chief Financial Officer
2. Mrs. Nutika Jain	: Company Secretary
3. Mr. Nishikant Mohanlal Choudhary	: Managing Director

REMUNERATION POLICY OF THE COMPANY

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178(3) of the Companies Act, 2013, can be viewed on the Companys website www.arihantssecurities.com. There has been no change in the policy since the last financial year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Companys code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Companys website at www.arihantssecurities.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and future operations of the Company.

DEPOSITS

The Company being non-deposit taking NBFC, has not accepted any deposits from the public during the year under review

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE COMPANIESACT, 2013

The Company has not given any loans or made investment or provided any guarantee/ security during the financial year under review. The Company has not given any guarantees other than bank guarantees in the normal course of business to meet contractual obligations.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual Listing Fees for the financial year 2024-2025 has been paid to Bombay Stock Exchange.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.arihantssecurities.com.

RELATED PARTY TRANSACTIONS

All related party transaction that was entered into during the financial year was on an arms length basis in the ordinary course of business. There are no ‘material contracts or arrangements or transactions which were not at arms length basis and therefore disclosure in form AOC -2 is not required.

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 for the transactions which are foreseeable and repetitive nature. For the transactions entered pursuant to the omnibus approval so granted, a statement giving details of all related party transactions is placed before the Audit Committee and the board of Directors for their approval on a quarterly basis.

CORPORATE GOVERNANCE:

Your Company is committed to maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 ("Listing Regulations"), shareholders information together with a

Corporate Governance Compliance Certificate from M/s N.R. Krishnamoorthy & Co, Chartered Accountants of the Company confirming compliance, forms an integral part of this Report which is annexed herewith as "ANNEXURE A"

EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE-B attached herewith which forms part of this report.

The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE-C and forms part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2 % of its average net profits of the company made during 3 immediately preceding financial years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review.

AUDITORS:

M/s N.R. Krishnamoorthy & Co, Chartered Accountants having its office at No.11, 1st Floor, Balaji Apartments, 1, Pinjala Subramania Street, T. Nagar, Chennai 600 017 is the Statutory Auditor of the Company, and they hold office till the conclusion of the 35^th Annual General Meeting to be held in the calendar year 2030.

Auditors Report

There were no qualifications, reservations, or adverse remarks in the Auditors Report for the financial year ended on March 31^st 2025.

SECRETARIAL AUDITOR:

The Board of Directors of the company had appointed Mr. AJAY KUMAR BANTIA, Practicing Company Secretary (C.P. No-13620), having address at I Floor, No. 30, Raja Bather Street T. Nagar, Chennai, Tamil Nadu 600017 who has conducted the Secretarial Audit of the Company for the Financial Year 2024-2025. The Secretarial Audit report issued by him is attached to this report as ANNEXURE D.

Secretarial Audit Report

As there are no qualifications, reservation or adverse remarks or disclaimer made by the Company secretary in whole time practice in the secretarial audit report, the need to provide explanation or comments on the same by the Board of Directors does not arise.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS OUTGO: A. Details of Conservation of Energy: NIL

I.Steps taken or impact on conservation of energy

II.Steps taken by the company for utilizing alternate sources of energy III.Capital investment on energy conservation equipment

B. Technology Absorption: Nil

I.Efforts made towards technology absorption: II.Benefits derived as a result of the above efforts:

III.In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

(a) Details of technology imported:

(b) 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:

IV.Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period under review.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL

Foreign Exchange outgo during the year in terms of actual outflows: NIL

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

Your company has always believed in providing a safe and harassment-free workplace for every individual working in the companys premises through various interventions and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The company have a formal Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. IC has been set up to redress complaints contractual, temporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed of during the 2024-2025: - No. of complaints received: NIL No. of complaints disposed of: NIL

RBI GUIDLINES:

The Company is registered with RBI as an NBFC-ND-NSI. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Directions

Reserve Bank of India (Non-Banking Financial Company ? Scale Based Regulation) Directions, 2023 and guidelines notified there under.

COMPANYS VISION AND PHILOSOPHY ON THE CODE OF GOVERNANCE:

The vision of Arihants Securities Limited is to be a financially sound, profitable, growth oriented and technology friendly Company committed to building values and maximizing gains for all its stakeholders, for those doing business with it, and for others associated with it. In its pursuit to attain its goals, the Company is laying maximum emphasis on the effective system of Corporate Governance particularly with a view to improving its image, efficiency, effectiveness, and integrity in all its dealings. The Companys Corporate Governance philosophy is to be ethical in its conduct of its business, to constantly strive to grow with profits, and to enhance shareholders value to the maximum extent. The Corporate Governance policies of your Company recognize the accountability of the Board of Directors vis-?-vis all its constituents viz. Borrowers, Shareholders, Employees, Government & other Regulatory Authorities, and others dealing with it and doing business with it.

POLICES OF COMPANY

All policies of the company are viewed on the website of the company www.arihantssecurities.com.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby confirm the following statement:

(i) In the preparation of the annual accounts for the financial year ending 31^st March 2024, 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 situation of the company as at March 31^st 2025 and of the profit and loss of the company for that period.

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

(iv)The directors had prepared the annual accounts on a going concerning basis; and

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

(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.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

For and on behalf of the Board

ARIHANTS SECURITIES LIMITED

AARISHA NISHIKANT MOHANLAL CHOUDHARY MANAGING DIRECTOR DIRECTOR DIN: 08776407 DIN: 02142746

Date: 04.09.2025 Place: Chennai