Arman Financial Services Ltd Directors Report

Dear Members,

The Directors of the Company with immense pleasure in presenting the 33^rd Directors Report together with the Audited Financial Statements, both on Consolidated and Standalone basis for the Financial Year ended on March 31, 2025. Unless otherwise specifically mentioned, all the numbers provided in this report are standalone figure.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles are a blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE

(H in Lakhs)

	Consolidated		Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Total Revenue	73,004.39	66,152.77	18,529.81	13,823.36
Profit Before Interest and Depreciation	31,024.39	49,498.81	10,193.16	9,410.46
Finance Charges	23,936.10	26,547.49	4,356.42	4,556.55
Depreciation	179.07	142.37	37.03	18.87
Net Profit Before Tax	6,909.22	22,808.95	5,799.71	4,835.03
Current Tax	2,311.20	5,974.30	1,745.20	1,049.30
Deferred Tax (Asset)/Liability	(741.17)	(561.10)	(262.45)	(39.73)
Short/(Excess) provision of income tax of earlier year	131.87	38.47	-	35.65
Net Profit After Tax	5,207.32	17,357.28	4,316.96	3,789.81
Basic Earnings Per Share (In H)	49.67	195.00	41.17	42.58
Diluted Earnings Per Share (In H)	49.26	192.76	40.84	42.09

2. OPERATIONS

The Group continues to operate across key lending segments, including Two-Wheeler Finance, MSME Lending, Microfinance and Loan Against Property (LAP). The parent company, Arman Financial Services Limited, primarily engages in Two-Wheeler Finance, MSME Lending and LAP, while the Microfinance business is exclusively undertaken by its wholly owned subsidiary, Namra Finance Limited. The standalone financial statements of both Arman and Namra, along with Armans consolidated financial statements are included in this Annual Report.

Consolidated Performance Highlights

• AUM was H2,245.41 crores in FY 2024-25 as compared to H2,639.33 crores in FY 2023-24, decreased by 14.93%.

• Disbursement was H1713.38 crores in FY 2024-25 as compared to H2,297.03 crores in FY 2023-24 decreased by 25.41%.

• Total income was H730.04 crores in FY 2024-25 as compared to H661.53 crores in FY 2023-24, increased by 10.36%

• Profit before taxes was H69.09 crores in FY 2024-25 as compared to H228.09 crores in FY 2023-24, decreased by 69.71%

• Profit for the year attributable to owners of the Company was H52.07 crores in FY 2024-25 as compared to H173.57 crores in FY 2023-24, decreased by 70.00%

• The basic Earnings Per Share was H49.67 as compared to H195.00, decreased by 74.53%

• The diluted Earnings Per Share was H49.26 as compared to H192.76, decreased by 74.44%

Standalone Performance Highlights

• AUM was H559.63 crores in FY 2024-25 as compared to H446.22 crores in FY 2023-24, increased by 25.42%

• Disbursement was H481.40 crores in FY 2024-25 as compared to H401.87 crores in FY 2023-24, increased by 19.79%

• Total income was H185.30 crores in FY 2024-25 as compared to H138.23 crores in FY 2023-24, increased by 34.05%

• Profit before taxes was H58.00 crores in FY 2024-25 as compared to H48.35 crores in FY 2023-24, increased by 19.95%

• Profit for the year attributable to owners of the Company was H43.17 crores in FY 2024-25 as compared to H37.90 crores in FY 2023-24, increased by 13.91%.

• The basic Earnings Per Share was H41.17 as compared to H42.58, decreased by 3.31%

• The diluted Earnings Per share was H40.84 as compared to H42.09, increased by 2.97%

3. DIVIDEND

In order to conserve capital, the Directors of your Company do not recommend any dividend payment at the ensuing Annual General Meeting ("AGM").

The Dividend Distribution Policy of the Company approved by the Board is in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy has been uploaded on the website of the Company at https:// armanindia.com/policyncode.aspx Dividend Distribution Policy.

4. APPROPRIATIONS

The Company proposes to transfer H864.00 Lakhs (previous year H758.00 Lakhs) to Special Reserve created u/s 45–IC of the Reserve Bank of India Act, 1934 ("RBI Act"). The Company has also transferred H10.00 Lakhs (previous year H10.00 Lakhs) to the general reserve.

5. COST RECORDS

The Company is not required to maintain cost records as per the provisions of Section 148(1) of the Companies Act, 2013.

6. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of the Directors Report.

7. CREDIT RATING & GRADING

During the year under review, Acuit? reviewed the ratings on various bank facilities and debt instrument of the Company and its subsidiary. Acuit? has reafirmed its rating for long term bank facility and debt instruments to "ACUITE A" (Outlook Negative).

CARE has reafirmed its rating for various Non-Convertible Debentures ("NCDs") to "CARE A-"; Stable (A minus; outlook Stable). CARE has also reafirmed its rating for various Non-Convertible Debentures ("NCDs") of Namra Finance Limited to "CARE A-"; stable (A minus; outlook stable).

The Grading of Namra Finance Limited (WOS) was also reafirmed ‘MFI 1 (MFI one) by CARE Advisory Research & Training Limited during the year 2024-25.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one wholly owned subsidiary, named ‘Namra Finance Limited. During the year, no changes took place in the group corporate structure of your Company. The Company has formulated a policy for determining ‘material subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The said policy is available at the Company website at the link https://armanindia.com/ policyncode.aspx Policy for Material Subsidiary.

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Namra Finance Limited in Form AOC-1 is annexed herewith as "Annexure-1" as required under Section 129 (3) of the Companies Act, 2013.

Further pursuant to Section 136 of Companies Act, 2013, financial statements of the Company, consolidated along with relevant documents and separate audited accounts in respect of subsidiary are available on the website of the Company.

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has invested H70.00 cr. in Namra Finance Limited (wholly owned subsidiary) by subscribing 35,00,000 lakhs equity shares of H10/- each at the rate of H200.00 (including premium of H190.00). Total investment in wholly owned subsidiary stood at H335.63.cr.

10. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed dividend for the year 2016-17 of H2,99,370 /- to Investor Education and Protection Fund (IEPF) pursuant to provision of Section 124 of the Companies Act, 2013 which remained unclaimed for a period of more than seven years.

Members desirous of claiming their shares and dividend which have been transfered to the IEPF, may refer to the refund procedure, as detailed on www.iepf.gov. in. Underlying shares on which dividend has remained unclaimed from FY 2017-18 onwards, will be due for transfer to IEPF account during the year and individual notices to that effect has been sent to concerned shareholders. Shareholders who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Companys Registrar and Transfer Agents, at the earliest to avoid transfer of dividend and underlying shares to IEPF.

11. DEPOSITS AND LOANS, GUARANTEES INVESTMENTS

During the year under review, your Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Details of Loans, Guarantees and Investments by Company under the provisions of Section 186 of the Companies Act, 2013, are provided in Note 3 and 4 to the Standalone Financial Statements.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

As on March 31, 2025, the Board comprised 8 (eight) Directors, including the Vice Chairman & Managing Director, Joint Managing Director, 2 (two) Non-Executive Directors and 4 (four) Independent Directors, of which 1 (one) is a Woman Independent Director. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Aakash J. Patel [DIN: 02778878] and Mrs. Ritaben J. Patel [DIN: 00011818] will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

All the Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://armanindia.com/policyncode.aspx Policy for Appointment of Independent Director. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

The Company appoints Directors based on defined criteria including statutory compliance, integrity, leadership qualities, relevant experience, independence and ability to contribute effectively to the Board. The appointment process involves identification by the Chairman or Board Members, review by the Nomination and Remuneration Committee (NRC) and final approval by the Board, in line with the Companys policies.

a) Appointment / Re-appointment

During the last AGM held on September 27, 2024, the members approved the following:

• Appointment of Mr. Pinakin Shah (DIN: 00007695) as an Independent Director for the first term of 5 (five) years with effect from August 14, 2024.

• Re-appointment of Mr. Aalok Patel (DIN: 02482747) as the Joint Managing Director for a period of 5 (five) years with effect from August 21, 2024.

• Continuation of Mrs. Ritaben Patel as a Non-Executive Director of the Company

Further during the year, by way of Special Resolution passed through Postal Ballot vide notice dated February 14, 2025, the members approved the re-appointment of Ms. Geeta Solanki (DIN: 08212773) as an Independent Director of the Company for the second term of 5 (five) years with effect from April 01, 2025.

Mr. Jayendra Patel has been re-appointed by the Board of Directors at its meeting held on August 13, 2025. The Board has also recommended the re-appointment of Mr. Yash Shah as an Independent Director of the Company for a second term of five years, at the same meeting. Both re-appointments are subject to the approval of the members at the ensuing AGM.

A brief profile and other relevant information of the Directors being re-appointed is given in the explanatory statement to the Notice convening the AGM, for your perusal.

b) Completion of tenure

During the FY 2024–25, Mr. R. K. Nagpal (DIN: 00073205) completed his second term as an Independent Director and consequently ceased to hold office with effect from the close of business hours on July 1, 2024. The Board placed on record its sincere appreciation and deep gratitude for his valuable contributions and guidance during his tenure as a member of the Board.

c) Key Managerial Personnel (KMP)

Mr. Uttam N. Patel was appointed as the Company Secretary and Compliance Officer of the Company, being a Whole-time Key Managerial Personnel, with effect from June 20, 2025. He was appointed in place of Mr. Jaimish Patel, who resigned from the position of Company Secretary and Compliance Officer with effect from the close of working hours on May 17, 2025.

The following officials are designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Jayendrabhai B. Patel – Vice Chairman & Managing Director

2. Mr. Aalok J. Patel – Joint Managing Director

3. Mr. Vivek A. Modi – Chief Financial Officer

4. Mr. Uttam N. Patel – Company Secretary & Compliance Officer (wef June 20, 2025)

5. Mr. Jaimish Patel- Company Secretary & Compliance Officer (upto May 17, 2025)

13. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2024-25 met 4 (four) times and Audit Committee met 4 (four) times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

14. NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178(1) of the Companies Act, 2013 the Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

15. REMUNERATION POLICY

Remuneration to Executive Directors

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in the Board meeting, subject to the subsequent approval of the shareholders at the ensuing Annual General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such:

• Level of skill, knowledge and core competence of individual.

• Functions, duties and responsibilities.

• Companys performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arise, strike a balance between the fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goal. The Nomination & Remuneration Committee of Board of Directors shall recommend periodic revision in the remuneration of Executive Directors to the Board and the Board shall fix their remuneration taking into consideration above factors as also ceiling limits prescribed under the Companies Act, 2013 and other statutes. The same shall also be approved by the shareholders where required.

Remuneration to Non-Executive Directors

Non-Executive Directors are entitled to receive sitting fees for attending meetings of the Board and its Committees. In addition, they are reimbursed for travel and other expenses incurred in connection with the Companys affairs, including attendance at Board meetings, Committee meetings and General Meetings.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company continues to place strong emphasis on its human resources, which are considered its most valuable asset. During the year, the Company maintained a cordial and harmonious work environment across all levels. Various initiatives were undertaken towards employee development, training, and engagement, aimed at enhancing skills and productivity. The Board places on record its sincere appreciation of the commitment, dedication, and contribution made by all employees towards the growth and success of the Company. As on March 31, 2025, the Company had a total of 1154 employees on its rolls.

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-2".

However, the information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

17. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMENATWORKPLACE(PREVENTION,PROHIBITION

AND REDRESSAL) ACT, 2013 & COMPLIANCE UNDER MATERNITY BENEFIT ACT 1961.

I. The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at workplace. Further, the Company has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual harassment can be registered. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity.

The details regarding the complaints, complaints disposed off and cases pending are as below: i. Number of Complaints of Sexual Harassment received in the year : Nil ii. Number of Complaints disposed off during the year: Nil iii. Number of cases pending for more than ninety days : Nil

II. The Company has maintained compliance with the provisions of the Maternity Benefit Act, 1961.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-a) In the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date; 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 the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) That the Directors have laid down internal financial controls to be followed by the Company and that the financial controls are adequate and are operating effectively; and 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.

19. FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at https:// armanindia.com/policyncode.aspx Familiarization Programme for Independent Directors.

20. AUDITORS AND AUDIT REPORTS a) Statutory Auditors

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and in compliance with the guidelines issued by the RBI for appointment of Statutory Auditors dated April 27, 2021, the members of the Company in 32^nd AGM of the Company approved the appointment of M/s Laxminiwas & Co., Chartered

Accountants (FRN: 011168S) as Statutory Auditors of the Company for a term of 3 (three) consecutive years from the conclusion of 32^nd AGM until the conclusion of the 35^th AGM to be held with respect to the financial year 2026-27. b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has appointed M/s GKV & Associates, Practicing Company Secretary (Firm Registration No S2018GJ565600, Peer Review Certificate No.:2136/2022) to undertake the Secretarial Audit of the Company for the term of 5 (five) consecutive years commencing from the conclusion of 33^rd Annual General Meeting ("AGM") till the conclusion of the 38^th AGM of the Company to be held in the year 2030 subject to approval of the Members at ensuing AGM of the Company.

M/s GKV & Associates., Practicing Company Secretary have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the limits specified by the Institute of Company Secretaries of India. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Regulations.

M/s. GKV & Associates. have carried out the Secretarial Audit for FY 2024-25 and their report in Form MR-3, is annexed herewith as "Annexure-3". There were no qualification / observations in the report.

During the year 2024-25, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

21. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Companys website at the link https://armanindia.com/policyncode.aspx Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions.

22. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management Committee in accordance with the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and has adopted a comprehensive Risk Management Policy.

The Company has in place a well-defined risk management framework, through which the Board of Directors is periodically updated on the key deliberations and actions taken by the Risk Management Committee. This ensures that potential risks are identified, assessed and mitigated through appropriate management controls embedded within the business processes. As the Company progresses towards its strategic and business objectives, it is exposed to various types of risks, including operational, financial, regulatory and reputational risks. The Risk Management Committee plays a pivotal role in evaluating these risks and advising the Board accordingly.

Risk management is central to our business philosophy and maintaining the right risk-return trade-off, in line with our defined risk appetite, is integral to our approach. The Company endeavors to optimize returns while prudently managing the associated risks, thereby safeguarding stakeholder value and supporting sustainable growth.

23. INTERNAL CONTROL SYSTEM

The Company has established adequate internal control systems to ensure compliance with applicable policies, procedures and regulatory requirements. These systems are continuously evaluated and strengthened through the adoption of new or revised Standard Operating Procedures (SOPs) and enhanced Information Technology (IT) controls.

Internal audits are conducted at regular intervals to assess the effectiveness of internal controls across key functions. In addition, the Company engages an external agency to carry out a Management Audit, providing an independent review of management systems and operational efficiencies.

The findings and recommendations from both the Internal Audit Reports and Management Audit Reports are reviewed by the Audit Committee of the Board, along with updates on implementation status to ensure timely corrective actions.

24. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

25. INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations. The audit plan is approved by the Audit Committee, which regularly reviews compliance to the plan.

26. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board as a whole, individual directors and its various Committees is being made.

It includes circulation of evaluation response / feedback sheet separately for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors / Managing Director / Chief Executive Officer / Chairperson of the Company.

The evaluation of Board as a whole, individual directors and its various Committees is being carried out by the Nomination & Remuneration Committee of the Company and subsequently it gives the report of evaluation to the Board for review.

27. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance in all its dealings with stakeholders. It has complied with the Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance, along with a certificate from M/s. GKV & Associates, Practicing Company Secretaries, confirming the level of compliance, forms part of the Boards Report.

28. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Companys website at the link: https://armanindia.com/ policyncode.aspx Whistle Blower Policy

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in form MGT-7 for the Company for the financial year 2024-25 is available on the website of the Company at https://armanindia.com/OtherReports. aspx?Page=Annual-return Annual Return 2024-25

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

A. Conservation of energy and technology absorption:

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo:

There were no foreign exchange earnings during the year (previous year - Nil) further the expenditure in foreign currency by the Company during the year was Nil (previous year: H49,73,100/-) towards the due diligence fees.

31. SHARE CAPITAL & DEBENTURES

• Authorized Share Capital:

The authorized share capital of the Company is H15,00,00,000 divided into 1,40,00,000 ordinary equity shares of the face value of H10/- each aggregating to H14,00,00,000/- and 10,00,000

Preference Shares of H10/- each aggregating to H1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2025, the Companys paid-up Equity Share Capital was H10,49, 05, 380/- divided into 1,04,90,538 Equity Shares of H10/- each.

• Non-Convertible Debentures (NCDs) as on March 31, 2025.

ISIN:INE109C07071 (Unlisted)

The Company issued 4,97,310 (Four Lakh Ninety-Seven Thousand Three Hundred Ten) Secured, Rated, Unlisted, Redeemable Non-Convertible Debentures (NCDs), bearing interest at 12.20% p.a., each having a face value of H1,000/- (Rupees One Thousand only), aggregating to H49,73,10,000/- (Rupees Forty Nine Crore

Seventy Three Lakh Ten Thousand only).

These NCDs are denominated in Indian Rupees, were issued on a private placement basis on April 11, 2023 and are scheduled to mature on April 11, 2028.

ISIN:INE109C07089 (Listed)

The Company issued 4,900 (Four Thousand Nine Hundred) Secured, Rated, Redeemable, Principal Protected, Senior, Non-Cumulative, Taxable, Not Guaranteed Non-Convertible Debentures (NCDs), bearing interest at 8.82% p.a., each having a face value of H1,00,000/- (Rupees One Lakh only), aggregating to H49,00,00,000/- (Rupees Forty-Nine

Crore only).

These NCDs are denominated in Indian Rupees, were issued on a private placement basis on July 19, 2023 and are scheduled to mature on July 19, 2025.

ISIN:INE109C07048 (Unlisted)

The Company issued 2,88,750 (Two Lakh Eighty-Eight Thousand Seven Hundred Fifty) Rated, Unlisted, Secured, Senior, Redeemable, Taxable, Transferable Non-Convertible Debentures (NCDs), bearing interest at 11.30% p.a., each having a face value of H1,000/- (Rupees One Thousand only), aggregating to H28,87,50,000/- (Rupees

Twenty-Eight Crore Eighty-Seven Lakh Fifty Thousand only).

These NCDs are denominated in Indian Rupees, were issued on a private placement basis on June 14, 2022 and are scheduled to mature on June 14, 2027.

During the year, the Company issued the following Non-Convertible Debentures (NCDs): ISIN:INE109C07097 (Listed)

The Company issued 4,980 (Four Thousand Nine Hundred Eighty) Secured, Rated, Redeemable, Principal Protected, Senior, Non-Cumulative, Taxable, Not Guaranteed Non-Convertible Debentures (NCDs), bearing interest at 10.20% p.a., each having a face value of H1,00,000/- (Rupees One

Lakh only), aggregating to H49,80,00,000/- (Rupees Forty-Nine Crore Eighty Lakh only).

These NCDs are denominated in Indian Rupees, were issued on a private placement basis on April 25, 2024 and are scheduled to mature on January 25, 2026.

• Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

• Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares:

No Bonus Shares were issued during the year under review.

• Employees Stock Option Plan

There has been no material change in the ESOP Schemes during the year under review. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBSE Regulations").

During the financial year under the review, the Company has allotted 1910 and 300 ordinary equity shares of H10/- each on May 16, 2024 and

September 18, 2024 respectively to the eligible employees of the Company/ Subsidiary Company pursuant to ‘Arman Employee Stock Option Plan 2016.

During the financial year under the review, the Company has allotted 11554 ordinary equity shares of H10/- each on September 18, 2024 to the eligible employees of the Company/ Subsidiary Company pursuant to ‘Arman Employee Stock Option Plan 2023.

Particulars of Employee Stock Options granted, vested, exercised and allotted are given in

"Annexure-4".

32. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014, the Company has in place a CSR Policy and undertakes activities as specified in Schedule VII of the Act. During the year under review, the Company has duly spent the prescribed CSR amount on approved projects/ programs. The CSR Policy is available on the website of the Company at https://armanindia.com/policyncode. aspx Corporate Social Responsibility Policy.

Further, the Report on CSR activities is annexed herewith as "Annexure-5".

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34 (2) (f) of SEBI Listing Regulations, Company is required to submit a Business Responsibility Sustainability Report ("BRSR") as a part of the Annual Report. The Companys BRSR describing the initiatives taken by the Company is uploaded on the website of the Company at https://armanindia.com/ OtherReports.aspx?Page=BRSR BRSR is annexed herewith as "Annexure-6".

34. CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of Code of Conduct signed by Managing Director & CEO of the Company is included as a part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis forms a part of this Annual Report.

36. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

37. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNAL

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

38. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

39. 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

The Company has not made any such transaction during the FY 2024-25.

40. GRATITUDE & ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and gratitude to all employees, customers, suppliers, investors, lenders, regulatory and government authorities and the stock exchanges for their continued support and cooperation. The Board looks forward to their sustained association and support in the future.

	For and on behalf of the Board of Directors of,
		Arman Financial Services Limited
	Jayendra Patel	Aalok Patel
Place: Ahmedabad	(Vice Chairman & Managing Director)	(Joint Managing Director)
Date: August 13, 2025	DIN: 00011814	DIN: 02482747