Anand Rathi Share & Stock Brokers Ltd Directors Report

To,

The Members of

Anand Rathi Share and Stock Brokers Limited

The Board of Directors (the Board) are pleased to present their 35 th (Thirty-Fifth) Annual Report of Anand Rathi Share and Stock Brokers Limited (the Company/ARSSBL) on the business and operations of the Company, together with the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year (Financial year) ended 31 st March, 2026 (hereinafter referred as Financial year 2025-26 or during the year).

This marks the first annual report following the Initial Public Offering (IPO) of the Company. The Board extends its sincere appreciation to all its stakeholders for their continued support throughout the Companys journey from its incorporation as a Private Limited Company and thereafter its subsequent conversion into a Public Limited Company, to our present recognition as a Listed Company.

1. FINANCIAL SUMMARY

A summary of the Companys financial performance, both on standalone and consolidated basis, for the financial year 2025-26 as compared to the previous financial year i.e. financial year 2024-25 is as under:

( H In Million)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	9,314.91	8,435.74	9,321.57	8,456.98
Other Income	22.17	13.06	22.17	13.06
Total Income	9,337.08	8,448.80	9,343.74	8,470.04
Less: Total Expenses	7,595.90	7,042.88	7,628.01	7,066.25
Profit before Tax	1,741.18	1,405.92	1,715.73	1,403.79
Less: Total Tax Expense	423.01	367.72	423.01	367.72
Net Profit after tax but before Other Comprehensive Income	1,318.17	1,038.20	1,292.72	1,036.06
Other Comprehensive Income	(11.70)	(15.54)	(6.87)	(14.49)
Total Comprehensive Income	1,306.47	1,022.66	1,285.85	1,021.57
Earning Per equity share
Basic	24.58	23.41	24.10	23.36
Diluted	23.86	22.51	23.40	22.46

The annual Audited Financial Statements for the financial year ended 31 st March, 2026 have been prepared in accordance with the applicable provisions of the Companies Act 2013 (the Act), Indian Accounting Standards (IND AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), if any.

Further, in accordance with the provisions of the Act and the SEBI Listing Regulations read with IND AS 110 on Consolidated Financial Statements, the consolidated audited financial statement for the financial year ended 31 st March, 2026 along with Auditors Report for the Financial Year ended 31 st March, 2026 forms part of this Annual Report.

The Board of Directors review the operations of the Company as a whole, as one single segment viz. broking and related services. There are no separate reportable segments.

2. FINANCIAL PERFORMANCE HIGHLIGHTS

The Companys performance during the financial year ended 31 st March, 2026 in comparison with the year ended 31 st March, 2025 is summarized as follows:

Financial year 2025-26 was a landmark year as the Company successfully completed its IPO in September 2025, raising H 7450 million from investors. The proceeds were utilized to substantially strengthen our business, particularly to meet working capital requirements.

For the full year Financial year 2025-26, consolidated revenue from operations stood at H 9,322 million, reflecting year on year growth of 10.2%. EBITDA stood at H 3,796 million and PAT at H 1,293 million, translating into growth of 21.9% and 24.8%, respectively. EBITDA and PAT margins for the full year were 40.7% and 13.8%, respectively. Further, the Company have proposed dividend of H 5 per share subject to approval from shareholders.

Turning to the segmental revenue mix, the contribution from the Broking segment, comprising broking and related services, and the Non-Broking segment - comprising interest income from MTF, distribution income, and other income - was 51% and 49%, respectively.

Within the broking segment, for Financial year 2025-26 broking revenue stood at H 4,755 million, representing a slight dip of 6.8% compared to the previous year.

Within broking, we continued to maintain a healthy balance between equity cash, equity derivatives, and other segments. This reflects our philosophy of encouraging an investment focused approach among our clients, rather than speculative trading. For the full year Financial year 2025-26, the revenue mix across equity cash, F&O, and other segments stood at 51%, 41%, and 8%, respectively.

As of 31 st March, 2026, our total assets under custody stood at approximately H 9,44,155 million, representing a growth of 16% year-on-year.

The points below briefly cover our non-broking business segments:

Distribution Business:

We continue to actively distribute a wide range of financial products, including mutual funds, PMS, AIFs, insurance, bonds, structured products, and fixed deposits. As of 31 st March, 2026, assets under management stood at H 77,876 million, representing healthy growth of 21% year on year.

Distribution income for the full year Financial year 2025-26 is amounted to H 1,129 million, reflecting strong year on year growth of 44.1% for the full year. This growth reflects both an expanding product basket and improved cross selling across our client base.

Margin Trading Facility (MTF)

The Companys MTF book continued to scale in a disciplined manner and stood at H 11,019 million as of 31 st March, 2026, registering strong year on year growth of 61%. Interest income from our MTF book stood at H 1,515 million during full year Financial year 2025-26, which translates into a healthy 32.6% year on year growth for the full year.

The Company also continued to maintain zero NPAs on our MTF book as of 31 st March, 2026, once again reflecting our judicious underwriting practices. The book also remains granular, with approximately 61% of the outstanding exposure coming from clients with individual balances below H 1 crore.

Client loyalty and long-term relationship building continue to be a key strength of our operating model. As of 31 st March, 2026, approximately 42% of our active clients have been associated with us for over five years. In addition, 83% of our active clients are over 30 years of age - a demographic we consider particularly attractive, as it typically corresponds to higher investable surpluses, more mature investment behaviour, and demand for a broader range of financial products.

Our people remain a critical enabler of our relationship led, research backed, and technology enabled business model. As of 31 st March, 2026, our employee base stood at 2,214, representing a net addition of 132 employees year on year. We view talent as a strategic asset and continue to invest in building high quality teams to support our long term growth objectives.

Turning to our balance sheet, our debt equity ratio stood at 0.62 as of 31 st March, 2026, compared to 1.80 as of 31 st March, 2025. This reflects a meaningful improvement in our capital structure and provides us with enhanced financial flexibility to support growth, particularly in scalable businesses such as the Margin Trading Facility, while maintaining prudent leverage levels.

3. INDUSTRY OVERVIEW

Financial year 2025-26 was a challenging year for global economies and financial markets. The world was dealing with multiple headwinds at the same time ongoing geopolitical tensions, shifting global trade dynamics including tariff-related uncertainties, and fast-paced technological shifts that disrupted established business models. As the year progressed, these pressures intensified with fresh bouts of adverse news - including the recent West Asia conflict - further weakening risk appetite. Global investors turned risk-off in their outlook, leading to sustained FII outflows and heightened volatility across markets. Unsurprisingly, this combination of factors weighed heavily on investor sentiment, resulting in Indian capital markets entering a phase of consolidation after several years of strong performance.

While short-term disruptions and periods of moderation are inevitable, the long-term structural drivers of the Indian market remain firmly intact.

The steady rise in demat accounts - from 15.14 crore in March 2024 to 22.5 crore by March 2026 - clearly reflects sustained retail participation and deeper market penetration.

Similarly, assets under management in the mutual fund industry rose from H 65.74 lakh crore as of March 2025 to approximately H 73.73 lakh crore by March 2026, representing a 12.2% year-to-date increase.

This growth underscores the continued financialisation of household savings and a rising preference for market-linked investment avenues.

In parallel, SEBI has been very proactive in introducing a series of regulatory measures aimed at strengthening risk management frameworks, curbing excessive leverage, enhancing investor protection, and improving the ease of doing business in capital market transactions. While some of these reforms may have necessitated short-term adjustments and led to some near-term discomfort for a few participants, they are critical in laying the foundation for a more transparent, resilient, and sustainable capital market ecosystem over the long term.

Overall, we believe that the industry is moving in a constructive direction, although near-term conditions have clearly remained uneven. Over time, the market is likely to favour firms that combine strong compliance standards, digital delivery and diversified revenue streams.

4. BUSINESS OVERVIEW

The Companys Diversified revenue model continues to be a key strength of the Company. While broking and related services remain the primary revenue drivers, the contribution from non-broking businesses such as margin trading facility and distribution income has increased steadily. This reflects our strategic focus on building a more balanced and resilient business model-one that is not solely reliant on market-linked broking revenues, but is increasingly supported by stable, annuity-like income streams.

Company strategic direction remains clear and unchanged. As guided earlier, Company fully focused on maintaining a balanced revenue mix, with a targeted revenue split of 50:50 between non broking and broking segments and growing both segments at steady growth rate. This approach is central to improving the overall quality, sustainability, and predictability of our earnings over the long term.

During Financial year 2025-26, Company made steady progress across multiple strategic priorities.

First, Company continued to scale distribution business in a structured and steady manner. Company have expanded offerings across a wide range of financial products, including mutual funds, PMS, AIFs, structured products, bonds, and more recently, insurance. Company Distribution income for the full year Financial year 2025-26 is amounted to H 1,129 million, reflecting strong year on year growth of 44.1% for the full year. This growth reflects improved cross selling across our client base as per our focused approach to grow our distribution business.

Company objective is to address the broader financial needs of clients. Company approach has consistently been relationship led rather than product led, with a focus on understanding clients evolving financial goals and serving them in a more holistic and long term manner.

Second, Company continued to strengthen our margin trading facility (MTF) franchise. Supported by the improved capital position following our IPO and a disciplined approach to risk management, Company able to scale the MTF book while maintaining prudent controls. Importantly, Company closed the year with zero NPAs in this portfolio, reflecting our cautious underwriting standards and strong focus on asset quality. As of 31 st March, 2026, MTF book stood at H 11,019 million, representing robust year on year growth of approximately 61%.

Third, Company remained focused on investing in tech delivery platform, processes, and people. As highlighted earlier, Company operating model is physical in nature, combining relationship led service with robust digital capabilities. This allows Company to effectively serve both assisted and self-directed clients. In parallel, Company continued to strengthen our technology platforms, process automation, and internal tools to improve customer engagement and enhance overall team productivity.

If we take a step back and view the Company in a broader context, Company underlying philosophy has remained consistent. Company focused on building long term customer relationships, increasing share of wallet through relevant cross selling opportunities, and creating a stable, growth oriented business with a more balanced mix of broking and non-broking revenues. Company also looking at expanding geographical network by strengthening branch network and business partner ecosystem. This will help in strengthening Company presence in emerging tier 2 & tier 3 markets where growth is more eminent in present Bharat.

Company objectives remain unchanged-to grow both broking and non-broking businesses in a disciplined manner, improve the quality and predictability of revenues, deepen customer engagement across products, and continue building a Company capable of delivering consistent and long term value.

5. OUTLOOK

The Company remains confident in the long term potential of Indias capital markets. Its position as an established full service broking house, supported by a diversified operating model across broking, margin funding and financial product distribution, provides a broader and more resilient foundation compared to a purely transaction led intermediary.

With a pan India presence across branches, authorised persons and digital platforms, Company is well positioned to serve clients across geographies and investor segments. The research led, relationship oriented service model continues to differentiate the Company in an increasingly competitive landscape. The maturity of the client base and emphasis on advisory led engagement provide scope for deeper wallet share, better monetisation and improved operating stability over time.

Looking ahead, the Company remains committed to investing in its reach, talent, technology capabilities and brand strength ensuring that we deliver sustained value to all stakeholders while reinforcing our position as a trusted partner in Indias evolving financial ecosystem.

6. CAPITAL INVESTMENT

During the financial year, the Company continued its capital investments to strengthen operational capabilities and support future growth. The capital investments were primarily directed toward upgrading technological infrastructure, improving office facilities, and acquiring other business-related assets, in line with the Companys strategic objectives.

The Company carefully evaluates such investment plans to ensure efficient resource utilization and long-term value creation for stakeholders.

7. STATE OF AFFAIRS OF THE COMPANY

During the financial year ended 31 st March, 2026, the Company demonstrated resilience and steady growth across its core business segments. The equity shares of the Company were successfully listed on the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited on 30 th September, 2025, marking a significant milestone in the Companys journey and enhancing its visibility, strengthened corporate governance standards, and access to greater capital markets.

Post listing, the Company witnessed improved investor participation and strengthened its market position in the financial services industry. The Company continued to focus on its core competencies in broking, investment services, institutional equities and financial product distribution, supported by a robust technology platform and a growing client base.

In the opinion of the Board, the overall state of affairs of the Company is satisfactory and reflecting a strong foundation for sustained growth and future expansion.

8. SUBSIDIARY / ASSOCIATE / JOINT VENTURE

As on 31 st March, 2026, the Company has one Wholly-owned subsidiary within the meaning of Section 2(87) of the Companies Act, 2013 and details of the same is provided as under:

Anand Rathi International Ventures (IFSC) Private Limited [ARIFSC] is a Wholly-owned subsidiary of Anand Rathi Share and Stock Brokers Limited. The Company is registered in Gift City Special Economic Zone (Gift City), in the Gujarat State and received certificate of commencement of business with effect from 25 th June, 2020 from the office of the Development Commissioner, Gift SEZ, Ministry of Commerce & Industry, Government of India.

The Company does not have any Associate or Joint Venture companies during the year under review or any time after the closure of the financial year till the date of report.

Further, pursuant to the provisions of Section 136(1) of the Act, the Financial Statements for the financial year ended 31 st March, 2026 of the wholly owned Subsidiary of the Company is available on the website of the Company at https://anandrathi.com/investors/Subsidiary_Financials/ ARIVPL_March26_Financials_Signed.pdf.

Material Subsidiary:

The Company has formulated a Policy for Determining Material Subsidiary in line with Regulation 16(1)(c) of the SEBI Listing Regulations as amended from time to time and the said policy is also available on the website of the

Company at https://anandrathi.com/investors/Policies/ Materiality-Policy-for-Determination-of-Subsidiary.pdf.

The Company does not have any material subsidiary as on 31 st March, 2026.

Investment in Subsidiaries:

ARIFSC announced issue of equity shares to the existing eligible equity shareholders on right basis in the ratio of 3 equity shares for every 10 equity share held. In lieu of the same, the Company was offered 28,28,280 equity shares. The Company accepted 20,00,000 equity shares of Face Value of H 10/- each, offered by ARIFSC, by way of Right

Issue amounting to H 2,00,00,000/-.

The Company has been allotted 20,00,000 equity shares of Face Value of H 10/- each by ARIFSC on 17 th November, 2025 by way of Right Issue. Pursuant to the aforesaid allotment of shares, the total shareholding of the Company in ARIFSC is 1,14,27,600 (1 Equity share held by Mr. Pradeep Navratan Gupta as a nominee of ARSSBL) equity shares of Face Value of H 10/- each i.e. 100% of equity share capital in ARIFSC.

Performance and Financial Position of the Subsidiary

During the year under review, total revenue of ARIFSC for Financial year 2025-26 was H 66.62 lakhs as compared to revenue earned of H 212.41 lakhs in the previous year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, a Report on the performance and financial position of the wholly owned subsidiary is included in the Consolidated Financial Statement and their contribution to the overall performance of the Company, is provided in Form AOC-1 under Annexure-1 and forms an integral part of this Annual Report.

The Company monitors the performance of its Subsidiary Company, inter alia, by the following means:

Quarterly review of financial statements and key financial indicators of the subsidiary by the Companys Audit Committee;

Minutes of the Board Meetings of the Subsidiary Companies are placed before the Companys Board regularly;

Reviewing of significant transactions and arrangements entered into by the subsidiary by placing before the Companys Board;

Presenting before the Companys Board on business performance of the Subsidiary of the Company.

9. CONSOLIDATED FINANCIAL STATEMENT

As per Section 129 of the Companies Act, 2013 read with the Rules made thereunder (as amended from time to time) and all other applicable provisions, the Consolidated

Financial Statements of the Company for the financial year. 2025-26 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of the Company and its Subsidiary, as approved by the respective Board of Directors (the Board). The Consolidated Financial Statements together with the Auditors Report forms integral part of the Annual Report.

10. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted the Dividend Distribution Policy (Policy) and the said policy is also uploaded on the website of the Company at https://anandrathi.com/investors/Policies/Dividend-Distribution-Policy.pdf.

Based on the Companys performance and keeping in mind the shareholders interest, the Board of Directors at its meeting held on 14 th April, 2026, recommended a final dividend @100% H 5/- per equity share of the face value of H 5/- each fully paid-up for the financial year ended 31 st March, 2026. The recommendation is subject to approval of the Members at the ensuing 35 th Annual General Meeting (AGM). The dividend so recommended is in accordance with the Dividend Distribution Policy.

The dividend, if approved at the ensuing AGM, will be paid within 30 (thirty) days from the date of the AGM to those Members whose names appear in the Register of Members maintained by the Registrar and Share Transfer Agents / Beneficial Owners maintained by the depositories as on the book closure date stated in notice convening the ensuing 35 th AGM.

Pursuant to the provisions of the Income-tax Act, 2025, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall accordingly deduct tax at source (TDS) at the applicable rates at the time of payment of dividend, in accordance with the provisions of the Income-tax Act, 2025 and the rules made thereunder.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

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

12. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company is engaged in carrying on stock broking and related activities. Accordingly, the provisions relating to maintenance of cost records and the requirement of cost audit, as prescribed under Section 148(1) of the

Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company.

13. CREDIT RATING

The details of credit ratings obtained from Credit Rating Agencies during the financial year ended 31 st March, 2026 are covered in the Corporate Governance Report.

14. TRANSFER TO RESERVES

During the year under review, the Board of Directors of the Company has decided to transfer H 274.50 million in

Debenture Redemption Reserve and balance profit was retained under Retained Earnings.

15. SHARE CAPITAL

As on 31 st March, 2026, the Authorized Share Capital of the Company is H 33,00,00,000/- (Rupees Thirty Three

Crore only) divided into 6,55,00,000 (Six Crore Fifty Five Lakhs) Equity Shares of H 5/- (Rupees Five only) each and 5,00,000 (Five Lakhs) Redeemable Preference Shares of H 5/- (Rupees Five only) each.

Issue of Equity Shares pursuant to exercise of ESOPs:

During the year under review, the Company vide the resolution passed by Nomination and Remuneration Committee on 26 th July, 2025, has allotted 3,59,150 (Three Lakh Fifty Nine Thousand One Hundred and Fifty) Equity Shares having face value of H 5/- (Rupees Five only) each to the eligible employees upon exercise of the vested Options granted to the said Employees under Employee Stock Option Schemes 2023 (ESOP Scheme 2023) of the Company.

Fresh issue of Equity Shares of fully paid-up pursuant to Initial Public Offer:

Further, during the year under review, 1,80,10,692 (One Crore Eighty Lakhs Ten Thousand Six Hundred and Ninety- Two) equity shares each bearing face value of H 5/- (Rupees Five Only) aggregating to a value of H 7,450.00 million (Rupees Seven Thousand Four Hundred and Fifty Million only) were listed on BSE Limited and National Stock Exchange of India Limited (together known as Stock Exchanges) on 30 th September, 2025, through Initial Public Offer (Fresh Issue only), pursuant to Initial Public Offer as approved by the Board of Directors in their meeting held on 15 th October, 2024. The funds received pursuant to Public Issue, have been utilised for the objects stated in the prospectus, towards funding long-term working capital requirements of the Company and general corporate purposes.

Consequent to the ESOP Allotment and Initial Public Offer, the issued, subscribed, and paid up share capital of the Company as at 31 st March, 2026 stood at H 31,36,26,250/-

(Rupees Thirty One Crores Thirty Six Lakhs Twenty Six Thousand Two Hundred and Fifty only) divided into 6,27,25,250 (Six Crores Twenty Seven Lakhs Twenty Five

Thousand Two Hundred and Fifty) Equity Shares of the face value of H 5/- (Rupees Five only) each.

Sr. no Particular	Number of Equity Shares
1 Issued, subscribed, and paid up Share Capital at the beginning of the year, i.e. 01 st April, 2025	4,43,55,408
2 Add: Allotment of equity shares to employees pursuant to exercise of options granted under ESOP Scheme 2023	3,59,150
3 Add: Fresh issue of Equity Shares of fully paid-up pursuant to Initial Public Offer	1,80,10,692
4 Issued, subscribed, and paid-up Share Capital at the closing of the year i.e. 31 st March, 2026	6,27,25,250

16. MATERIAL EVENTS DURING THE YEAR

LISTING OF EQUITY SHARES OF THE COMPANY:

During the period under review, the Company got listed on stock exchange(s) through Initial Public Offer (IPO) for total 1,80,10,692 (One Crore Eighty Lakhs Ten Thousand Six Hundred and Ninety- Two) Equity Shares (Fresh Issue) aggregating to of H 7,450.00 million (Rupees Seven

Thousand Four Hundred and Fifty Million only).

The issue price was H 414/- (Rupees Four Hundred and

Fourteen Only) per share including the premium of H 409/- (Rupees Four Hundred and Nine Only) per equity share.

The above-said equity shares were allotted in the following manner:

a. 53,26,086 Equity shares were allotted to Anchor Investors;

b. 35,50,724 Equity Shares were allotted to Qualified Institutional Buyers (except Anchor Investors);

c. 26,63,044 Equity Shares were allotted to HNI / Non-Institutional Bidders; and

d. 62,13,769 Equity Shares were allotted to Retail Individual Bidders.

e. 2,57,069 Equity Shares were allotted to Eligible Employees of the Company under Employee Reservation.

The equity shares of the Company were listed on the Stock Exchanges viz., National Stock Exchange of India Limited and BSE Limited w.e.f. 30 th September, 2025.

The Board is gratified and humbled by the faith shown in the Company by its members. The Board also places on record its appreciation for the support provided by various Authorities, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

17. EMPLOYEE STOCK OPTION SCHEME

The ARSSBL Employee Stock Option Plan 2023 (ESOP Scheme 2023), was formulated pursuant to the resolution passed by the Board of Directors in its meeting dated 23 rd November, 2023, which was subsequently approved by the Shareholders in their meeting held on 15 th December, 2023 with a maximum pool of 20,20,000 options.

During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee and Board, the Employee Stock Option Scheme 2023 (ESOP Scheme 2023) was amended vide special resolution dated 01 st July, 2025 whereby the ESOP pool under the Scheme was increased from 20,20,000 stock options to 22,20,000 stock options.

Further, the ESOP Scheme 2023 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations) and other applicable SEBI Circulars, issued from time to time.A certificate from the Secretarial Auditor, viz., Compliance Certificate pursuant to Regulation 13 of SEBI SBEB&SE Regulations confirming that the scheme has been implemented, will be placed at the ensuing AGM for an online inspection by the Members.

A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEB&SE Regulations for the financial year ended on 31 st March, 2026 can be accessed on the website of the Company at https://anandrathi.com/investors (Annual Report - 2025-26 tab).

18. DEBENTURES

During the year under review, the Company in compliance with applicable provisions of the Companies Act, 2013 and the Debenture Trust Deed, allotted 2,745 Secured, Redeemable Non-Convertible Debentures (NCDs) through Private Placement having face value of H 1,00,000/- (Rupees

One Lakh Only) each in various tranches to the investors identified by the Debenture Allotment and Redemption Committee of the Board of Directors aggregating to H 27,45,00,000/- (Rupees Twenty Seven Crores Forty Five Lakhs only).

Further, during the year under review, the Company had redeemed and paid off (i.e. on maturity and voluntary redemption request) 8,812 (Eight Thousand Eight Hundred and Twelve) Secured, Redeemable Non-Convertible Debentures aggregating to H 1,08,73,00,000/- (Rupees Hundred and Eight Crores Seventy Three Lakhs only).

Accordingly the aggregate outstanding Secured, Redeemable Non-Convertible Debentures as on 31 st March, 2026 is H 55,50,00,000/- (Rupees Fifty Five crores Fifty

Lakhs only). All issuances and redemptions were carried out in accordance with the Companies Act, 2013, the Debenture Trust Deed, and other applicable statutory and regulatory requirements.

Details of CPs issued, allotted, listed and matured during the year are as mentioned below:

ISIN No.	No. of CP Issued / allotted	Face Value	Listing Date	Maturity Date	Status as on 31 st March, 2026
INE549H14016	1000	5,00,000	14 th July, 2025	06 th January, 2026	Matured
INE549H14032	1000	5,00,000	06 th February, 2026	06 th March, 2026	Matured
INE549H14024	1000	5,00,000	24 th November, 2025	20 th May, 2026	Open

19. COMMERCIAL PAPERS

During the year under review, the Company has issued 3,000 (Three Thousand) Commercial Paper (CP) having face value of H 5,00,000/- (Rupees Five Lakhs Only) each

(in various tranches) aggregating to H 1,50,00,00,000/- (Rupees One Hundred and Fifty Crores only) as short term borrowing instruments, which were listed on the National Stock Exchange of India (NSE).

Out of the total borrowings through Commercial Paper, the outstanding amount of listed CP is H 50,00,00,000/-

(Rupees Fifty Crores only). Further, the Company has made timely re-payment of its CPs matured during the year.

20. CHANGE IN THE NATURE OF BUSINESS

Therehasbeennochangeinthenatureofthebusinessbeing carried out by the Company during the year under review.

21. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time). Further there were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time) at the end of financial year 2025-26.

22. ANNUAL RETURN

Pursuant to the requirement under Section 92(3), 134(3)(a) of the Companies Act, 2013 and read with Rule 12 of Companies (Management and Administration) Rules, 2014, the annual return of the Company in the form MGT-7 for the financial year 2025-26 is available on the website of the Company at https://anandrathi.com/ investors (Annual Return tab). The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

24. BOARD, COMMITTEES OF THE BOARD & KEY

MANAGERIAL PERSONNEL

COMPOSITION OF THE BOARD

The Company is in compliance with the provisions of

Section 149 and 152 of the Companies Act, 2013 (the

Act) and Regulation 17 of the SEBI Listing Regulations

(as amended from time to time). As on 31 st March, 2026,

the Company has 8 (eight) Directors in its Board and the

composition of the Board is as follows:

Category	Name of the Director(s)
Chairman and Managing	Mr. Pradeep Navratan Gupta
Director
Whole-time Directors	Mr. Roop Kishor Bhootra
	Mr. Vishal Jugal Laddha
Non-Executive Non-	Mrs. Priti Pradeep Gupta
Independent Director
Non-Executive	Mrs. Sudha Pravin Navandar
Independent Director	Mr. Sureshkumar Mannalal
	Kakani
	Mr. Suresh Kishinchand
	Khatanhar
	Mr. Vijay Kumar Agarwal

The Chairman of the Board is the Managing Director of the Company. The Chairman and Managing Director is also a Promoter of the Company and, in his executive capacity, is responsible for the day-to-day management of the Company, subject to the overall supervision, control, and guidance of the Board.

The Company maintains an optimal balance of Executive and Non-Executive Directors, including Independent Directors and a Woman Director. In compliance with

Regulation 17 of the SEBI Listing Regulations, not less than 50% (fifty percent) of the Board comprises Non-Executive Directors, thereby ensuring an appropriate balance between executive management and independent oversight.

The details of the tenure of directors, areas of expertise and other details are available in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, Mrs. Priti Pradeep Gupta (DIN: 00030350) was re-designated from Executive Director to Non-Executive Director of the Company pursuant to Board Resolution dated 26 th July, 2025 with effect from 08 th July, 2025.

Further, the Board at its Meeting held on 26 th February, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC) and approval of Audit Committee (AC) for remuneration payable, approved the re-appointment of Mr. Pradeep Navratan Gupta (DIN: 00040117) as the Managing Director of the Company for a term of three consecutive years commencing from 01 st March, 2026 up to 28 th February, 2029 (both days inclusive) which was subsequently approved by the shareholders through e-voting by postal ballot on 31 st March, 2026.

Furthermore, the Board at its Meeting held on 14 th April, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved the reappointment of Mr. Roop Kishor Bhootra (DIN: 00033180) and Mr. Vishal Jugal Laddha (DIN: 00033628) as the Whole Time Director of the Company for a term of three consecutive years commencing from 15 th November, 2026 up to 14 th November, 2029 (both days inclusive), subject to approval of the shareholders in the ensuing 35 th Annual General Meeting.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at Terms-of-Appointment-and-Re-appointment-of-Independent-Directorspdf. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insights. They have a strong commitment to the Company and devote sufficient time to the Meetings.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Vishal Jugal Laddha (DIN: 00033628) retires by rotation at the forthcoming 35 th Annual General Meeting (AGM) and being eligible for re-appointment has offered himself for re-appointment. In compliance with Secretarial Standard-2, the brief resume, expertise and other details of Mr. Vishal Jugal Laddha is given in the notice convening this AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board has recommended his re-appointment for the approval of the shareholders, in the ensuing 35 th AGM of the Company.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

During the year under review, the Board met 10 (ten) times. The interval between 2 (two) consecutive meetings were well within the maximum gap of 120 (one hundred and twenty) days as prescribed under Section 173(1) of the Act. The Board meetings are usually held in Mumbai where registered office of the Company is situated. As permitted under Section 173(2) of the Act read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, the facility to participate in the meetings through video conferencing is also made available to the Board members.

The details including composition, attendance etc., are included in the Corporate Governance Report

COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

a. Audit Committee (AC) b. Nomination and Remuneration Committee (NRC) c. Stakeholders Relationship Committee (SRC) d. Corporate Social Responsibility Committee (CSR) e. Risk Management Committee (RMC)

A detailed overview of the composition, terms of reference, meetings held and attendance of members are provided in the Corporate Governance Report, which forms part of this Report. The composition and terms of reference of all the Committees of the Board of the Company are in accordance with the applicable provisions of the Act and SEBI Listing Regulations.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/her duties with an objective independent judgment and without any external influence.

In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess the necessary expertise and integrity to discharge their duties and functions as Independent Directors In compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors. have passed the online proficiency self-assessment test conducted by IICA except those who have been exempted in compliance with the provisions of this Act.

The Independent Directors have complied with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013 and the declaration in respect of the same had also been submitted by them.

Further, none of the Companys Directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority.

Key Managerial Personnel

As at 31 st March, 2026, the Company has the following Key Managerial Personnel:

1) Mr.Pradeep Navratan Gupta - Managing Director (reappointed w.e.f. 01 st March, 2026 for a period of 3 consecutive years)

2) Mr.Roop Kishor Bhootra - Whole Time Director

3) Mr.Vishal Jugal Laddha - Whole Time Director

4) Mr.Tarak Kumarpal Shah - Chief Financial Officer

5) Mr.Chetan Prajapati - Company Secretary & Compliance Officer

During the period under review, apart from the aforesaid, there were no changes in the Key Managerial Personnel of the Company.

25. BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) has formulated and approved a policy for the evaluation of the performance of the Board, its Committees, and individual Directors, which has also been approved by the Board of the Company. The evaluation framework is designed to assess the effectiveness of the Boards functioning, the performance of its Committees, and the contribution of Individual Directors in discharging their roles and responsibilities.

Pursuant to the provisions of the Companies Act, 2013 (the Act) read with the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulation), the Board of Directors, on the recommendation of the NRC, has carried out an annual evaluation of its own performance, that of its Committees, and individual Directors for the financial year ended 31 st March, 2026.

The performance evaluation framework was designed to assess the effectiveness of the Board and its Committees in discharging their responsibilities, as well as the contribution of each Director. The evaluation of Directors was based on various parameters, including, inter alia:

Level of participation and engagement in Board and Committee Meetings;

Quality and value of inputs provided to the executive management, particularly on strategic and capital market-related matters;

Understanding of the Companys business, including stock broking operations, regulatory environment, and risk management practices;

Familiarization with the Companys operations, subsidiaries, and evolving industry dynamics;

Adherence to governance standards and regulatory compliance.

The evaluation process also included a separate assessment of the Independent Directors, including a meeting of Independent Directors without the presence of Non-Independent Directors and members of management.

The Board of Directors and NRC has carried out an annual performance evaluation of its own performance, that of its Committees and Individual Directors. The evaluation was conducted in their meeting held on 14 th January, 2026 on the basis of a structured questionnaire considering various criteria such as composition, strategic inputs, risk oversight, decision-making quality and engagement.

The Board and NRC was satisfied with the overall effectiveness of its functioning, its Committees, and the Individual Directors.

Additionally, a meeting of the independent directors of the Company was held on 14 th January, 2026 without the presence of non-independent directors and members of the Management. During this meeting, the independent directors reviewed the performance of non-independent directors, the Chairman and various Committees of the Board. They also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board. The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2025-26.

The Board Evaluation policy is available on the website of the Company at https://anandrathi.com/investors/ Policies/Board_Evaluation_Policy.pdf.

26. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has framed a Policy on Familiarization Programmes for Independent Directors and the same is uploaded on the website at https://anandrathi.com/ investors/Policies/Policy-on-Familiarisation-Programme-for-Independent-Directorspdf.

Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter-alia explains the role, function, duties and responsibilities expected as a Director of the Company. Further, Independent Directors are familiarized with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Directors are provided with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices from time to time. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company including finances, sales, marketing of the Companys major business segments, overview of business operations, business strategy and risks involved. The Managing Director and CFO also engage in one-on-one discussion with newly appointed Directors to familiarize them with the Companys operations. The Board members are timely updated regarding important regulatory amendments applicable to the Company. The details of the Familiarization Programmes are available on the website of the Company at https://anandrathi.com/investors/ Policies/Familiarization_of_Independent_Directorspdf.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge, belief, ability and explanations obtained by them, confirm 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) such accounting policies have been selected 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 the financial year ended 31 st March 2026;

iii) proper and sufficient care have been taken 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 regularities;

iv) the annual accounts are prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised as per Section 186 of the Act are provided in the standalone financial statements. (Please refer to Notes of the standalone financial statements)

29. AWARDS

During the year under review, the Company was certified as a Great Place to Work for the fifth consecutive year, reflecting its continued commitment to fostering a positive workplace culture and reinforcing its focus on employee engagement, trust, and organizational values.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board has approved the policy on transactions with related parties (RPT Policy) based on the recommendation of the Audit Committee (AC). In accordance with the requirements of the Companies Act, 2013, and the SEBI Listing Regulations, the Company has formulated the Policy on Related Party Transaction to ensure that appropriate reporting, approval, and disclosure mechanisms are in place for all transactions between the Company and its related parties. The RPT Policy is available on the Companys website at https:// anandrathi.com/investors/Policies/Policy_on_Related_ Party_Transaction.pdf

During the financial year under review, all transactions entered into by the Company with related parties were undertaken in the ordinary course of business and on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder, the SEBI Listing Regulations, and the Companys Policy on Related Party Transactions.

In accordance with the provisions of the Act and the SEBI Listing Regulations, all related party transactions were placed before the Audit Committee for its prior approval. For transactions which are repetitive in nature or entered into in the ordinary course of business, omnibus approvals were obtained from the Audit Committee in accordance with the criteria approved by the Board and the applicable regulatory framework. A statement containing details of all related party transactions entered into pursuant to such omnibus approvals was placed before the Audit Committee on a quarterly basis for its review and noting.

The Company has established adequate internal control mechanisms and processes to monitor related party transactions and ensure that such transactions are undertaken with appropriate approvals and in compliance with the applicable laws, accounting standards and internal policies. The Audit Committee periodically reviews the effectiveness of the controls and governance framework relating to related party transactions.

During the period under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions and hence there is no information to be provided in Form AOC-2 as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014..

The details of related party transactions entered into by the Company during financial year 2025-26 are disclosed in Note No. 39 of the Standalone Financial Statements forming part of the Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of the CSR Committee are covered in the Corporate Governance Report.

The Company has also formulated a CSR policy in accordance with the requirements of the Act containing details specified therein. The CSR Policy is available on the website of the Company at https://anandrathi. com/investors/Policies/Policy-on-Corporate-Social-Responsibility.pdf.

The Company remains steadfast in its commitment to sustainable and inclusive development through its Corporate Social Responsibility (CSR) initiatives. Guided by its vision of creating long-term social value, the Company continues to undertake focused interventions in the areas of education, healthcare, community development and other socially relevant causes, with an emphasis on improving the quality of life of underserved and vulnerable sections of society.

The Companys CSR programmes are designed and implemented through a purpose-driven and impact-oriented approach, with a focus on scalability, inclusivity and measurable outcomes. Through its initiatives in education, health and medical support, skill development, and community welfare, the Company seeks to contribute meaningfully towards social transformation and nation-building.

The Company follows a robust governance and accountability framework for monitoring and evaluating CSR projects and programmes to ensure effective utilisation of resources and achievement of intended objectives. The emphasis on purpose-based accountability and measurable social impact reflects the Companys commitment to creating shared value for all stakeholders while aligning its

CSR efforts with national development priorities and the principles of responsible corporate citizenship.

An Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) has been appended as Annexure-2 to this Boards Report.

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

The information as stipulated under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are as follows: a) Conservation of Energy:

TheCompanyisprimarilyengagedinfinancialservices activities (stock broking) and its operations are not energy intensive in nature. Accordingly, the provisions relating to conservation of energy as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company. Consequently, the disclosure requirements pertaining to conservation of energy are not applicable and no separate annexure in this regard forms part of this Boards Report. b) Technology Absorption:

The Company continues to place significant emphasis on leveraging technology and digital innovation to strengthen its business operations, enhance customer experience and improve operational efficiency. The management remains continuously abreast of technological advancements and emerging trends in the financial services industry and has adopted best-in-class technology solutions across its businesses, operations and support functions.

TheCompanyisfocusedonacceleratingitstechnology and digital transformation initiatives on a continuous basis with the objective of building agile, scalable and customer-centric platforms. It remains committed to delivering a seamless and enhanced customer experience across various digital touchpoints through the adoption of advanced digital capabilities, data-driven solutions and process automation.

Further, the Company continues to strengthen and enhance its in-house technology capabilities to support business growth, improve service delivery and maintain operational resilience in an increasingly digital environment. The focused approach towards technology adoption and digital enablement enables the Company to drive innovation, improve productivity and create long-term value for stakeholders.

c) Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings in terms of actual inflows and the foreign exchange outgo in terms of actual outflow of the Company during the Financial Year ended 31 st March, 2026 are as under:

	Amount
Particulars
	(In Millions)
Foreign exchange earnings	1.43
Foreign exchange expenditure / outgo	30.45

33. RISK MANAGEMENT

Risk is an inherent and integral part of business operations. While risks cannot be entirely eliminated, a robust risk management framework enables the Company to identifinancial year, assess, mitigate and monitor risks effectively, thereby minimizing potential adverse impact on the business and protecting stakeholder interests.

The Company recognizes the significance of a comprehensive Risk Management (RM) framework and has undertaken proactive measures towards establishing an integrated and enterprise-wide risk management culture. In this regard, the Company has formulated a Risk Management Policy which provides the guiding framework for identification, evaluation, mitigation and continuous monitoring of risks across various business and functional areas. It covers a broad spectrum of risks, including Strategic Risk, Market Risk, Financial Risk, Fraud Risk, Legal Risk, Regulatory Risk, Operational Risk, Reputational Risk, ESG Risk, Technology Risk, Cyber/ Information Risk, and Third-Party Risk.

Further, the Company, being a Qualified Stock Broker (QSB) in terms of the SEBI Circular bearing reference no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/24 dated February 6, 2023, has adopted a separate, well-defined and comprehensive Risk Management Framework. The framework, inter alia, encompasses identification and assessment of material risks associated with the Companys operations, analysis of root causes, implementation of preventive and corrective measures, early identification and mitigation of emerging risks, assessment of the potential impact of risk events on the Companys operations and assignment of accountability and responsibility to the concerned functional heads.

The Company follows a structured and systematic approach to risk management, which includes identification and categorization of risks, assessment of their likelihood and impact, evaluation of existing controls and implementation of additional mitigation measures, wherever necessary. Residual risks are monitored through appropriate Key Risk Indicators (KRIs) and periodic review mechanisms.

In compliance with the applicable provisions of the SEBI Listing Regulations, the Board has constituted a Risk Management Committee. The composition of the Committee is in conformity with the requirements of the SEBI Listing Regulations, with a majority of the members comprising Directors of the Company. Details relating to the composition of the Committee and its terms of reference are provided in the Corporate Governance Report forming part of the Annual Report.

The Risk Management Committee is, inter alia, responsible for reviewing and monitoring the Companys risk management framework, risk assessment and mitigation processes and risk management plans on a periodic basis. The Committee also evaluates the adequacy and effectiveness of the risk management systems and reports its observations and recommendations to the Audit Committee and the Board, as appropriate.

Based on the assessment carried out by the management and periodic reviews undertaken by the Risk Management Committee and the Board, the Board is of the opinion that there are no material risks or uncertainties that may threaten the existence or continuity of the Company.

. INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate Internal Financial Controls (IFCs) commensurate with the size, scale and complexity of its operations. The IFC framework is designed to provide reasonable assurance with regard to the orderly and efficient conduct of business operations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information in compliance with the applicable accounting standards, statutory requirements and regulatory framework.

The Companys internal financial control systems are supported by well-defined policies, standard operating procedures, delegation matrices, process controls and continuous monitoring mechanisms to ensure operational effectiveness and financial discipline across the organization.

During the financial year under review, the Internal Financial Controls were reviewed and assessed and were found to be operating effectively. The Statutory Auditors of the Company have also confirmed the adequacy and operating effectiveness of the Internal Financial Controls over financial reporting and have not reported any material weakness or significant deficiency in the design or operation of such controls. Throughout the year, these controls have been operating effectively.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY JUDICIAL BODIES OR REGULATORS

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status and the operations of the Company in future.

36. STATUTORY AUDITOR

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder the Members at their 30 th (Thirtieth) AGM held on 22 nd September, 2021, had appointed M/s. R Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/W100721) as the Statutory Auditors of the Company for a first term of five consecutive years, i.e., from the conclusion of 30 th (Thirtieth) AGM till the conclusion of the 35 th (Thirty Fifth) AGM to be held in the year 2026. Thus, the tenure of M/s. R Kabra & Co. LLP, Chartered Accountants would end at the conclusion of the ensuing 35 th AGM.

In light of the aforesaid, the Audit Committee and the Board of Directors of the Company at their respective meetings held on April 14, 2026 have recommended the re-appointment of M/s. R Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/W100721) as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the forthcoming AGM i.e. 35 th (Thirty Fifth) AGM till the conclusion of the 40 th (Fortieth) AGM, subject to the approval of the Members at the ensuing 35 th AGM of the Company.

M/s. R Kabra & Co. LLP have expressed their willingness to continue as the Statutory Auditors of the Company and have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of Section 141(3) of the Act and RBI regulations. Further, the Statutory Auditors have confirmed that they have subjected themselves to Peer Review process by the Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

A resolution seeking approval for re-appointment of Statutory Auditor forms part of this AGM Notice convening the 35 th AGM.

The Auditors Report on the financial statements for the year under review is unmodified. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

37. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the provisions of Regulation 24A of the SEBI Listing Regulations, Ms. Shruti Somani, Practising Company Secretary (Membership No. 49773), Secretarial Auditor of the Company had issued Secretarial Audit Report in Form MR-3 is annexed as Annexure-3 which forms an integral part of this Report.

Further, in terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Audit Committee and Board of the Company at their respective meetings held on April 14, 2026 have recommended the appointment of Ms. Shruti Somani, Peer Reviewed Practising Company Secretary (Membership No. 49773, COP 22487) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from financial year 2026-27 up to financial year 2030-31, subject to approval of the Members at the ensuing 35 th AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period. The brief profile and the Resolution seeking approval of the Members for the appointment of Ms. Shruti Somani, Peer Reviewed Practising Company Secretary (PR NO. 2305/2022), for a term of 5 years has been incorporated in the Notice convening the 35 th AGM.

The Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report for the year under review confirming compliance by the Company with the Act (including circulars issued thereunder) and applicable regulations and circulars / guidelines / directions issued by SEBI is appended to the Boards Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the year 2025-26, from Ms. Shruti Somani, Peer Reviewed Practicing Company Secretary on compliance with applicable SEBI Regulations and circulars / guidelines issued thereunder.

38. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of Companies Act, 2013 and rules made thereunder, M/s. Shah Kapadia & Associates, Chartered Accountants (FRN: 132378W) were appointed as Internal Auditors of the Company to conduct Internal Audit of the Company.

The periodic reports of the said Internal Auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

Based on the reports and recommendations of the Internal Audit function, the Company undertakes timely remedial measures and strengthens internal controls in the relevant operational areas.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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

40. SUCCESSION PLAN

The Securities and Exchange Board of India (SEBI) has mandated the need for a succession policy pursuant to Regulation 17(4) of the SEBI Listing Regulations for ensuring that investors do not suffer due to sudden or unplanned gaps in leadership.

Succession planning is essential for business continuity and growth, enabling identification of key roles, talent with requisite skills, and timely new recruitment, if required. The Companys framework assesses factors including directors current tenure, anticipated Board and senior management vacancies/recruitment, skill gaps, if any and diversity to ensure seamless transitions.

To support long-term sustainability, a structured mechanism identifies and develops talent pipelines for future leadership needs, with the Nomination and Remuneration Committee (NRC) overseeing Board and senior management succession as per Company policy.

In compliance with the Regulations the Company has also placed a policy for Succession Planning on the website of the Company at https://anandrathi.com/investors/ Policies/Succession_Planning_Policy.pdf.

41. REPORT ON CORPORATE GOVERNANCE

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI Listing Regulations.

In compliance with Schedule V of the SEBI Listing Regulations your Company has annexed a detailed report pertaining to the Corporate Governance of the Company in the Annual Report.

Further, a Certificate from M/s. R. Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/ W100721) Statutory Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the SEBI Listing Regulations is annexed to the Report on Corporate Governance.

42. CODE OF CONDUCT

Pursuant to the provisions of Regulation 26(3) of the SEBI Listing Regulations the Company has formed a Code of Conduct for Board and Senior Management Personnel of the Company which is uploaded on the website of the

Company at https://anandrathi.com/investors/Policies/ Code_of_Conduct_for_Board_and_SMP.pdf.

The Code reflects highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company. The Codes have been circulated to the Directors and Senior Management Personnel and have been duly complied by them.

43. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy.

The Policy provides a structured framework enabling Directors and employees to report genuine concerns, grievances, and instances of misconduct, including but not limited to significant deviations from established management policies, non-compliance with applicable laws and regulations, unethical behaviour, fraud, and inappropriate conduct or practices within the organization.

The Vigil Mechanism is designed to ensure a transparent and secure environment where concerns relating to questionable accounting practices, internal controls, or fraudulent reporting of financial information can be raised without fear of retaliation. It reinforces the Companys commitment to ethical conduct, accountability and integrity in its operations.

The functioning of the Vigil Mechanism is periodically reviewed by the Audit Committee to ensure its effectiveness and responsiveness. It is further confirmed that no Director or employee has been denied access to the Audit Committee under this mechanism.

No complaints were received by the Company under the Whistle Blower Policy during financial year 2025-26.

The Whistle Blower Policy is in compliance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations and is available on the Companys website at https://anandrathi.com/investors/Policies/ Vigil_Mechanism_Policy.pdf.

44. PARTICULARS OF EMPLOYEES

Disclosure regarding the percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median employee remuneration, and other related particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, has been provided in Annexure-4 to this Boards Report.

In accordance with the first proviso to Section 136 of the Act, the Annual Report and Financial Statements are being circulated to the Members and other entitled persons excluding the information relating to employees as required under Rule 5(2) and 5(3) of the said Rules. The prescribed details pertaining to employees, including names and other particulars, are made available for inspection by Members in electronic mode up to the date of the Annual General Meeting.

The Board further confirms that the remuneration paid to the Senior Management personnel of the Company is in accordance with the Nomination and Remuneration Policy of the Company.

45. HUMANRESOURCESANDEMPLOYEERELATIONS

The number of employees in the Company as at the end of financial year 2025-26 was 2197 including the executive directors.

A number of initiatives aimed at improving productivity and well-being of employees have been implemented over the past few years.

The breakdown of male, female and transgender employees as on the closure of financial year is as follows:

Employee Category	Male Employees	Female Employees	Transgender Employees	Total Permanent Employees
Permanent Staff	1686	511	0	2197

46. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has a policy in place and constituted Internal Committee to deal with complaints relating to sexual harassment at workplace in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed on the Companys intranet portal. The quarterly report on the complaints, if any, is placed before the Board for its review.

To ensure that all the employees are sensitised regarding issues of sexual harassment, the Company conducts an online POSH Training through the internal e-learning platform and knowledge community sessions.

The Company has constituted an Internal Complaint Committee in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and dispose of the cases relating to sexual harassments.

1 (one) complaint was received under POSH during the year under review and the same was resolved.

Details of complaints pertaining to sexual harassment that were filed are as follows:

No of complaints pending resolution as at beginning of Financial year 25-26	No of complaints received during Financial year 25-26	No of complaints resolved during Financial year 25-26	No of complaints pending resolution as at end of Financial year 25-26
0	1	1	0

Further, no complaints were pending for more than 90 days during the period under review.

47. MATERNITY BENEFITS

Company confirms compliance with the provisions of the MaternityBenefitAct,1961,andtherulesframedthereunder.

Eligible women employees are provided maternity benefits in accordance with statutory requirements, including paid maternity leave and related entitlements. The Company also extends benefits to commissioning and adoptive mothers, in line with the Act. These benefits are governed by established leave policies and supported by appropriate systems, and internal processes to ensure effective implementation and statutory compliance.

48. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR.

Based on the recommendation of the Nomination and Remuneration Committee, the Company has framed a Nomination and Remuneration Policy covering, inter alia, the criteria for appointment of Directors, payment of managerial remuneration, qualifications and attributes of Directors, criteria for determining independence of Directors, and other related matters in accordance with Section 178 of the Act and the applicable provisions of the SEBI Listing Regulations.

The Nomination and Remuneration Policy of the Company is available on the Companys website and can be accessed at https://anandrathi.com/investors/Policies/ Nomination-and-Remuneration-Policy.pdf.

49. REPORTING OF FRAUD

During the year under review, an incident was identified following a Pune based customer complaint regarding, fraud, cheating, fabrication of documents/electronic records and other offences in Depository activities (not in the broking activities), involving off-market transfer of shares amounting to H 13 crore (approximately) (as on 06 th

February, 2026) from the Demat account of a Pune based client of the Company and internal investigation confirmed that the fraud was committed by an unknown individuals in connivance with the employee/s of Anand Rathi IT Private Limited, Group Company of Anand Rathi Share and Stock Brokers Limited.

Subsequently on 16 th March, 2026, the Initial Complaint was filed with Pune Police station and N.M. Joshi Police Station basis which the Deccan Police Station, Pune had registered the First Information Report (FIR) in connection with the said matter. The case is under investigation with the concerned Regulator.

50. GENERAL / OTHER DISCLOSURES

The Directors confirm that no reporting is required to be made on the following provisions as the same is not applicable during the year under review:

a) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

b) None of the Director or Key Managerial Personnel are in receipt of remuneration from Holding / Subsidiary Company; c) The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review; d) There was no application made or any proceeding is being pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year / at the end of the financial year; e) There were no details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. f) No amount or shares were required to be transferred to the Investor Education and Protection Fund. g) 100.00% share capital of the Company has been dematerialised. h) The Company has complied with the applicable regulations of RBI.

51. ACKNOWLEDGEMENT

The Directors wish to place on record their deep appreciation for the contribution made by the employees at all levels without whose hard work and support, the Companys achievements would not have been possible. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in your Company. The Director express their sincere gratitude to the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys Bankers for the ongoing support extended by them.

We are hopeful of receiving your continued support and cooperation in future as well.

For and on behalf of the Board of Directors of
Anand Rathi Share and Stock Brokers Limited
sd/-	sd/-
Pradeep Navratan Gupta	Roop Kishor Bhootra
Managing Director	Whole time Director
DIN: 00040117	DIN: 00033180
Place: Mumbai
Date: 14 th April, 2026
Registered Office: Express Zone, A Wing, 10 th Floor, Western Express Highway,
Goregaon (East), Mumbai - 400 063
CIN: L67120MH1991PLC064106