Arihant Capital Markets Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 34 Annual Report on the business and operations of Arihant Capital Markets

Limited together with the audited financial statements for the financial year ended March 31, 2026.

STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

l Financial Highlights and Summary of Standalone and Consolidated Financial Statements

The Boards Report is prepared based on the Standalone and Consolidated financial statements of the Company.

The Companys financial performance for the year under review along with previous years figures are given Thereunder:

(Rs in lacs)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Total Income	20,495.32	24,204.75	20,638.92	24,801.08
Total Expenses	16,159.46	17,502.80	16,453.27	17,721.66
Profit Before Share of profit/(Loss) of Associates,
Tax & Exceptional Items	4,335.86	6,701.94	4,185.65	7,079.42
Share of Profit/Loss) of Associates	-	-	35.24	319.33
Profit Before tax & exceptional items	4,335.86	6,701.94	4,220.89	7,398.75
Exceptional Item	-	358.07	(38.91)	329.90
Profit/loss) Before Tax	4,335.86	7,060.01	4,181.98	7,728.65
Less: Provisions for tax
Current Tax	1,150.54	1,676.28	1,211.70	1,773.85
Deferred Tax	(76.40)	85.31	(175.97)	84.52
Profit/Loss after Tax	3,261.72	5,298.42	3,146.25	5,870.28
Total Comprehensive Income	3,270.64	5,281.93	3,168.71	5,857.38
Paid up Share Capital	1,096.13	1,041.13	1,096.13	1,041.13
Earning Per share (? 1/- each) Basic & Diluted
Basic EPS (Rs.)	2.98	5.09	2.87	5.64
Diluted EPS (Rs.)	2.98	4.86	2.87	5.38
Appropriations:
Transfer to General Reserve	2,500.00	6,000.00	2,500.00	6,000.00
Dividend	520.56	520.56	520.56	520.56
Balance Carried to Balance Sheet	721.04	470.96	1,392.72	1,290.31

l Operational and State of Companys Affairs:

During the year under review, the company has posted total income of Rs 20,495.31 Lacs (previous year Rs 24,204.75 Lacs) on a Standalone basis and a net profit after tax, for the year 2025-26 of Rs 3,261.72 Lacs compared to Rs 5,298.41 Lacs in the previous year. On a consolidated basis during the year under review, the company has posted total income of Rs 20,638.92 Lacs (previous year Rs 24,801.08 Lacs). The consolidated net profit during the same period stands at Rs 3,146.25 Lacs as compared to Rs 5,870.28 Lacs in the previous year.

A Brief note on the Companys operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directors Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015 with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

l Future Outlook:

Arihant Capital Markets Limited will continue strengthening its diversified financial services platform across stock broking, merchant banking, wealth management, debt, distribution of financial products, and alternate investment funds (AIF). The Company will focus on expanding its wealth management business through integrated, client-centric solutions supported by technology and innovation.

The Company will continue to invest in digital infrastructure, automation, AI-driven customer engagement, and talent development to improve operational efficiency, enhance customer experience, and support scalable growth. With disciplined risk management and a strong focus on digital transformation, Arihant Capital Markets Limited is well positioned to adapt to evolving market dynamics.

Supported by a strong financial foundation, diversified offerings, and an experienced team, the Company aims to enhance its capabilities, launch new products and services, diversify revenue streams, and strengthen profitability in FY 2026–27 through technology adoption, strategic partnerships, and operational excellence.

TRANSFER TO GENERAL RESERVES

The Company proposes to transfer Rs 2500 Lacs to the general reserves out of the amount available for appropriations.

Capital Structure

During the year under review, the Companys paid-up share capital increased from Rs 10.41 crore to Rs 10.96 crore, reflecting the capital changes undertaken during the financial year.

ISSUE/REDEMPTION OF SECURITIES

l Conversion of warrants into equity shares

During the Financial Year 2025-26, the Preferential Allotment Committee of the Company, at its meeting held on 22 November 2025, approved the conversion of 50,00,000 warrants issued on a preferential basis at an issue price of Rs 68.50 per warrant into an equivalent number of fully paid-up equity shares of the Company. The warrant holders exercised their option for conversion upon payment of the balance 75% of the issue price, aggregating to Rs 25,68,75,000 (Rupees Twenty-Five Crore Sixty-Eight Lakh Seventy-Five Thousand Only). Accordingly, the said warrants were converted into fully paid-up equity shares of the Company in accordance with the terms of issue and the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Subsequent to the aforesaid allotment, the Company received the requisite trading approvals from BSE Limited and NSE Limited for the equity shares allotted pursuant to the conversion of the said warrants.

Accordingly, the capital structure of the Company as on 31 March 2026 is as under:

Type of Capital	No. of Equity Shares	Shares Face Value (Rs )	Total Share Capital (Rs )
Authorized Share Capital	12,50,00,000	01	12,50,00,000
Issued, Subscribed and
Paid-up Share Capital	10,96, 12,800	01	10,96, 12,800

Further, as on 31 March 2026, none of the Members of the Company held any instruments convertible into equity shares of the Company.

l Statement of Deviation or Variation

During the financial year ended 31 March 2026, the Company received an aggregate amount of Rs 25,68,75,000 (Rupees Twenty-Five Crore Sixty-Eight Lakh Seventy-Five Thousand Only) upon the conversion of 50,00,000 warrants into equity shares issued on a preferential basis. The proceeds so received have been fully utilized during the year for the purposes for which the funds were raised, namely meeting the Companys incremental working capital requirements and general corporate purposes.

l Issue Of Equity Shares on a Private Placement / Preferential Basis

During the Financial Year 2025-26, the Board of Directors of the Company, at its meeting held on 25 July 2025, approved the issue of 1,05,00,000 equity shares of face value Rs 1/- each on a preferential basis by way of private placement to the proposed allottees at an issue price of Rs 87/- per equity share (including a premium of Rs 86/- per equity share), subject to the approvals of the shareholders and other statutory/regulatory authorities.

Pursuant thereto, the Company received the in-principle approvals from BSE Limited and the National Stock Exchange of India Limited on 08 September 2025 for the proposed allotment of the aforesaid 1,05,00,000 equity shares.

Thereafter, the Preferential Allotment Committee of the Company, at its meeting held on 23 September 2025, approved the allotment of 5,00,000 equity shares at an issue price of Rs 87/- per equity share to the eligible allottee(s), against which the Company received an aggregate consideration of Rs 4,35,00,000 (Rupees Four Crore Thirty-Five Lakh Only). The balance proposed allotment could not be completed as the remaining proposed allottee(s) declined to subscribe to the equity shares due to health reasons.

Subsequently, the Company received the requisite trading approvals from BSE Limited and the National Stock Exchange of India Limited on 09 December 2025 in respect of the aforesaid 5,00,000 equity shares allotted on a preferential basis.

DIVIDEND

The Board of Directors have recommended a Dividend for the financial year ended on March 31, 2026 @ 50% (i.e.

Rs 0.50/-) per equity share (face value of Rs 1/- per share) to the equity shareholders. The Dividend will be paid after the approval of shareholders at the ensuing Annual General Meeting.

l Transfer of Shares Pertaining to Unclaimed/Unpaid Dividend to Investor Education and Protection Fund

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares of the shareholders in respect of whom the dividend is unpaid/unclaimed for seven consecutive years are required to be transferred to Investor Education and Protection Fund ("IEPF") after giving an opportunity to shareholders to claim the said unpaid/unclaimed dividend.

Accordingly, the Company issued the reminder letters to such shareholders to claim the dividend accordingly informed them that in the event of failure to claim said divided, the unpaid/unclaimed dividend along with shares pertaining to unpaid/unclaimed dividend would be transferred to IEPF. The concerned shareholders are requested to claim the said shares by directly approaching IEPF Authority.

l Dividend Distribution Policy

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has adopted the Dividend Distribution Policy to determine

the distribution of dividends in accordance with the provisions of applicable laws and has been uploaded on the website at https://www.arihantcapital.com/investor-relations/governance.

The Company has appointed Mr. Mahesh Pancholi, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at https://www.arihantcapital.com/investor-relations/result

PUBLIC DEPOSITS

During the Financial Year 2025-26, the Company neither invited nor accepted any deposits from the public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no outstanding public deposits as on 31 March 2026.

In view of the above, the disclosure requirements under Rule 8(5)(v) and Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company for the financial year ended 31 March 2026.

l Disclosure of unsecured loan from Directors:

Pursuant to Section 2(31) of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2025-26.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has 4 (Four) wholly owned subsidiaries and 1 (one) associate company. During the year, the Board of Directors reviewed the business operations and financial performance of the said Companies.

Name of Company	Wholly Owned Subsidiary/ Associate
1. Arihant Futures and Commodities Limited	Wholly Owned Subsidiary
2. Arihant Financial Services Limited	Wholly Owned Subsidiary
3. Arihant Capital (IFSC) Limited.	Wholly Owned Subsidiary
4. Arihant Elite Financial Solutions Limited	Wholly Owned Subsidiary
4. (a) Arihant Money Marvel Wealth Management limited	Step-Down Subsidiary
4. (b) Arihant Investment Banking Services Limited	Step-Down Subsidiary
5. Electrum Capital Private Limited	Associate Company

During the financial year, the Board of Directors conducted a thorough review of the subsidiaries activities. As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements of your company have been prepared and are integral to this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone & Consolidated Financial Statements and the related information of the company and the audited accounts of the Subsidiary Companies, are available on our website i.e. https://www.arihantcapital.com/investor-relations/annual-reports. These documents shall also be available for inspection during business hours, i.e. between 10.00 A.M. to 6.00 P.M. on all working days (except Saturday and Sunday) at the Registered Office of the Company. In accordance with the Accounting Standard AS-21, the consolidated financial statements are furnished herewith and form part of this Annual Report. (Annexure D)

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to, and investments made in the subsidiaries have been furnished in Notes forming part of the accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises an optimum mix of Executive, Non-Executive and Independent Directors, bringing together diverse experience, expertise and professional competence. The Board provides strategic direction, oversees the management of the Companys affairs, and safeguards the interests of all stakeholders.

The composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Company has 6 (Six) Directors comprising 1 (One) Managing Director, 1 (One) Joint Managing Director, 1 (One) Non-Executive Director and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

l Change in Directors:

During the year under review, there were no changes in the composition of the Board, and no Director ceased to hold office.

l Appointment/Reappointment of Director(s)

During the year under review, the Board of Directors, at its meeting held on 09 February 2026, re-appointed Mr. Arpit Jain as the Joint Managing Director of the Company, upon completion of his earlier tenure of five years.

During the year under review, Mr. Jitendra Jain was reappointed as an Independent Director of the Company for a second term of five years.

Further, the aforesaid re-appointment was approved by the members of the Company through Postal Ballot.

l Directors liable to retire by rotation seeking re-appointment

Mr. Sunil Kumar Jain (DIN: 00184860) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders approval for his re-appointment along with other required details forms part of the Notice.

Particulars of the directors seeking appointment/re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are required to be provided in the notes forming part of the notice for the ensuing Annual General Meeting.

l Key Managerial Personnel

As on 31st March 2026, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

(a) Mr. Ashok Kumar Jain (DIN: 00184729), Managing Director.

(b) Mr. Arpit Jain (DIN; 06544441), Joint Managing Director & Chief Executive Officer

(c) Mr. Uttam Maheshwari, Chief Financial Officer and

(d) Mr. Mahesh Pancholi, Company Secretary.

l Disqualifications of directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified for holding office as director.

During the year under review, the Company has received disclosures from all the directors and none of the directors has been disqualified as stipulated under Section 164 of the Companies Act, 2013 and rules made thereunder. The Independent Directors of the company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses, if any.

INDEPENDENT DIRECTORS DECLARATION

Definition of ‘Independence of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013. The Company has received necessary declarations under Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent Directors have affirmed compliance with the code of conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. A list of key skills, expertise and core competencies of the Board forms part of this Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

l Meeting of Independent Directors

The Independent Directors met 1 time during the year. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://www.arihantcapital.com/investor-relations/governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed; and there are no material departures.

b) your company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year, and of the profit and loss of your Company, for that period.

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

d) The annual financial statements have been prepared on a going concern basis.

e) The directors have laid down internal financial controls to be followed by your company and that such internal financial controls are adequate and were operating effectively.

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

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. There has been no change in the policy during the year.

BOARD AND COMMITTEE MEETINGS

The Board met 6 times during the financial year 2025-26, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act,

2013 are as set out in the notes to the accompanying financial statements of your company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company.

The Whistle Blower Policy has been posted on the website of the company at www.arihantcapital.com/investor- relations/governance

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

There have been no material changes or commitments that would affect the financial position of the Company between the end of the financial year and the date of this report. Therefore, there are no foreseeable impacts on the Companys operations or its status as a "Going Concern."

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

In view of the nature of activities which are being carried on by the company, Rules 8(3)(A) and (B) of the Companies (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the company. The company has been continuously using technology in its operations; however, efforts are made to further reduce energy consumption.

A. Conservation of Energy

The steps taken or impact on conservation of energy:

I. The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

II. The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

I. The efforts made towards technology absorption: Not Applicable.

II. The benefits derived like product Improvement, cost reduction, product development or import substitution: Not Applicable

III. In case of imported technology (imported during the last three years reckoned from the beginning of the

Financial Year): Not Applicable

IV. The company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange earning & outgo: Foreign exchange earned in terms of actual inflow ? 29.90 lacs (previous year ? 21.30 lacs) and outflow ? Nil lacs (previous year ? 22.34 lacs)

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s Virendra G. Bhatt, Practicing Company Secretaries were appointed as Secretarial Auditor, to undertake the secretarial audit of your company for financial year 2025-26. The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure A".

The Secretarial Audit Report for the Financial Year ended March 31, 2026, do not contain any qualification or reservation or adverse remarks or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The company has undertaken an audit for the financial year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2025-26 has been submitted to the stock exchange within prescribed time.

CORPORATE SOCIAL RESPONSIBILITY

Your company is committed to improving the quality of life of the communities in its focus areas through long term value creation for all its Stakeholders through its various Corporate Social Responsibility (CSR) initiatives.

Brief details on various focus areas of interventions are part of the Annual Report on CSR activities annexed to this report as "Annexure- B" in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy adopted by the Company can be viewed at website of the Company www.arihantcapital.com/investor-relations/governance.

INFORMATION AS PER RULE 5(2) OF THE CHAPTER XIII OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Board Report are annexed herewith as "Annexure-C".

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an Internal risk management policy providing an effective risk management framework for identifying, prioritizing and mitigating risks, which may impact on the attainment of short- and long-term business goals of our company. The main objective of the policy is to assess & evaluate significant risk exposures & assess managements actions to mitigate the exposures in a timely manner. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalize opportunities of business success. The risk management framework, which is based on our holding companys risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company.

The Internal Financial Control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliances with corporate policies.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 (SEBI Listing Regulation).

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

LISTING OF SHARES

Shares of the company are listed on BSE Limited (BSE) and National Stock Exchange of India which provides a wider participation to the investors nationwide.

AUDITORS AND AUDITORS REPORT

l Statutory Auditors

During the year under review, there was no change in the Statutory Auditors of the Company, and M/s Arora Banthia & Tulsiyan, Chartered Accountants (Firm Registration Number: 007028C) continued as the Statutory Auditors of the Company.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Auditors) Rules, 2014.

The Auditors observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

l Internal Auditor

M/s Shah Kapadia & Associates, Practicing Chartered Accountant, is appointed as Internal Auditor of the company to conduct the internal audit of the company for the Financial Year 2025-26, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the company.

There are no qualifications, reservations or adverse remarks made by Internal Auditors in their report during the Financial Year 2025-26.

l Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required and accordingly, such accounts and records are not made and maintained.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the managements discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE

Your companys corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Your company is committed towards maintaining high standards of Governance, Integrity and Transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Certificate from Practicing Company Secretary confirming compliance with the corporate governance requirements by the company is attached to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arms length basis and in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 are not required. There were no materially significant Related Party Transactions made by the company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

The company has also formed Related Party Transactions Policy and has been uploaded on companys Website at https://www.arihantcapital.com/investor-relations/regulatory-filings.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your company has zero tolerance towards sexual harassment at workplace. It has a well- defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. The company has not received any complaint of sexual harassment during financial year 2025-26.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Draft Annual Return of the Company for Financial Year ended March 31, 2026, is available on the company website at: www.arihantcapital.com/

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of your company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended March 31, 2026. Their Certificate is annexed to this report.

GENERAL

Your directors state that disclosure or reporting is required in respect of the following items as there were transactions on these items during the year under review:

l At its meeting held on August 26, 2025, the Board of Directors approved a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, involving the amalgamation and demerger of the Company, which is presently pending and subject to the directions and approval of the National Company Law Tribunal (NCLT).

l As part of diversification plans your company has approved amendment in the main object clause of its Memorandum of Association in an Extra-Ordinary General Meeting held on 31.07.2025.

l Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from any of its subsidiaries.

l No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of companys operation in future.

l There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, the Board of Directors or to the Central Government.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the customers, shareholders, financial institutions, stock exchanges, SEBI, Reserve Bank of India, National Securities Depository Limited, Central Depository Services Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.

We also place on record our sincere appreciation to all the members of the Arihant family including our employees and authorized persons for their hard work, support and commitment. Their dedication and competence have made these results achievable.

Your Board recognizes and appreciates the contributions made by all employees at all levels that ensure sustained performance in a challenging environment.

Dated: May 21, 2026	For and on behalf of the Board of Directors
Place: Indore
	sd/-
	Ashok Kumar Jain
	Chairman and Managing Director
	(DIN: 00184729)