Arman Financial Services Ltd Directors Report

Dear Members,

The Board of Directors of the Company with immense pleasure present their 32^nd Directors Report together with the Audited Financial Statement for the year ended on March 31, 2024.

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 ( I in lakhs)

	Consolidated		Standalone
Particulars
	2023-24	2022-23	2023-24	2022-23
Total Revenue	66,152.77	42,390.47	13,617.11	9,614.02
Profit Before Interest and Depreciation	49,498.81	29,810.49	9,410.46	6,841.76
Finance Charges	26,547.49	17,199.63	4,556.55	3,069.78
Depreciation	142.37	115.49	18.87	13.03
Net Profit Before Tax	22,808.95	12,495.37	4,835.03	3,758.95
Current Tax	5,974.30	2,832.90	1,049.30	787.90
Deferred Tax (Asset)/Liability	(561.10)	266.24	(39.73)	134.90
Short/(Excess) provision of income tax of	38.47	15.10	35.65	0.00
earlier year
Net Profit After Tax	17,357.28	9,381.13	3,789.81	2,836.15
Basic Earnings Per Share (In C )	195.00	110.47	42.58	33.40
Diluted Earnings Per Share (In C )	192.76	107.28	42.09	33.02

2. OPERATIONS

Your Company continues to engage in the business of Asset Finance, MSME, Microfinance and Loan against Property (LAP). The Parent Company, Arman Financial Services Limited, is engaged in two-wheeler finance, MSME and LAP; while the microfinance business is managed through Armans wholly owned subsidiary, Namra Finance Limited. The financial statements of both Arman and Namra, as well as the consolidated financials of Arman are included within the Annual Report.

Consolidated Performance Highlights

AUM was C 2,639.33 crores in FY 2023-24 as compared to C 1,942.93 crores in FY 2022-23, increased by 35.84%.

Disbursement was C 2,297.03 crores in FY 2023-24 as compared to 1,766.75 crores in FY 2022-23, increased by 30.01%.

Total income was C 661.53 crores in FY 2023-24 as compared to C 423.91 crores in FY 2022-23, increased by 56.05%.

Profit before taxes was C 228.09 crores in FY 2023-24 as compared to C 124.95 crores in FY 2022-23, increased by 82.54%.

Profit for the year attributable to owners of the Company was C 173.57 crores in FY 2023-24 as compared to C 93.81 crores in FY 2022-23, increased by 85.02%.

The basic Earning Per Share was C 195.00 as compared to C 110.47, increased by 76.52%. The diluted Earning Per Share was C 192.76 as compared to C 107.28, increased by 79.68%.

Standalone Performance Highlights

AUM was C 446.22 crores in FY 2023-24 as compared to C 315.29 crores in FY 2022-23, increased by 41.59%.

Disbursement was C401.87 crores in FY 2023-24 as compared to C 281.86 crores in FY 2022-23, increased by 42.58%.

Total income was C 136.17 crores in FY 2023-24 as compared to C 96.14 crores in FY 2022-23, increased by 41.64%.

Profit before taxes was C 48.35 crores in FY 2023-24 as compared to C 37.59 crores in FY 2022-23, increased by 28.62%.

Profit for the year attributable to owners of the Company was C 37.90 crores in FY 2023-24 as compared to C 28.36 crores in FY 2022-23, increased by 33.64 %.

The basic Earnings Per Share was C 42.58 as compared to C 33.40, increased by 27.49%.

The diluted Earnings Per share was C 42.09 as compared to C 33.02, increased by 27.47%.

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 C758.00 Lakhs

(previous year C 568 Lakhs) to Special Reserve created u/s 45–IC of the Reserve Bank of India Act, 1934 ("RBI Act"). The Company has also transferred C 10.00 Lakhs (previous year C 10.00 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 afiect 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-"; (A minus; outlook stable).

CARE has upgraded its rating for various Non-Convertible Debentures ("NCDs") from "CARE BBB+"; stable (Triple B plus; outlook stable) to "CARE A-"; stable (A minus; outlook stable). CARE has also upgraded its rating for various Non-Convertible Debentures ("NCDs") of Namra Finance Limited (WOS) from "CARE BBB+"; stable (Triple B plus; outlook stable) 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 2023-24.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one wholly owned subsidiary, named ‘Namra Finance Limited as on date. 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 attached hereunder as per "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 C80.00 cr. in Namra Finance Limited (wholly owned subsidiary) by subscribing 40,00,000 lakhs equity shares of C 10/- each at the rate of C 200.00 (including premium of C 190.00). Total investment in wholly owned subsidiary stood at C 265.63 cr.

10. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed dividend for the year 2015-16 of C 4,41,012/- 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 2016-17 onwards, will be due for transfer to IEPF account during the year and individual notices to that efiect 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. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Except the loans, guarantees and investments made in subsidiary Company, there were no other loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. PUBLIC DEPOSITS

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. Hence, the requirement of furnishing details of deposits which are not in compliance with Chapter V of the Companies Act, 2013 is not applicable.

13. 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, 2024, the Board of Directors consists of 8 (Eight) members, of which 4 (Four) are Independent Directors. The Board also comprises of 2 (two) women Directors, including 1 (one) 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. Jayendrabhai Bhailalbhai Patel [DIN- 00011814] will retire by rotation at the ensuing AGM and being eligible, ofier himself for reappointment.

ThetermsandconditionsofappointmentofIndependent 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.

a) Appointment

The Board of Directors at their meeting held on August 14, 2024, based on recommendation of Nomination & Remuneration Committee and subject to the approval of Members of the Company, approved the appointment of Mr. Pinakin Surendra Shah (DIN: 00007695) as an Independent Director for a period of five years efiect from August 14, 2024. The Company has sought approval of the Members for appointment of Mr. Pinakin Surendra Shah at the ensuing AGM of the Company.

b) Re-appointment

During the year under review, the shareholders of the Company by way of special resolution through postal ballot, on July 04, 2023 approved the reappointment of Mr. Alok Prasad (DIN: 00080225) as an Independent Director (for 2^nd term) of the Company for a period of 5 (five) years w.e.f. August 8, 2023.

Mr. Aalok Jayendra Patel (DIN-02482747) was appointed as a Joint Managing Director for a period of 5 years with efiect from August 21, 2019 and accordingly he holds ofice upto August 21, 2024. After considering his performance and valuable contribution to the Company and based on the recommendation made by Nomination

& Remuneration Committee, the Board has reappointed him as a Joint Managing Director for a period of 5 years with efiect from August 21, 2024. The Company has sought approval of the Members for reappointment of Mr. Aalok Jayendra Patel at the ensuing AGM of the Company.

Further, in terms of the Listing Regulations, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that efiect. Mrs. Ritaben Jayendrabhai Patel (DIN: 00011818), will attain the age of 75 years on August 27, 2025, resolution seeking her re-appointment and continuation as Non-executive Director form part of the Notice of ensuing AGM. Brief profile of Mrs. Ritaben Jayendrabhai Patel is provided in the Report on Corporate Governance and Notice of AGM.

c) Cessation

During the year under review, Mr. Mridul Arora (DIN-03579584), Nominee Director of the Company has given his resignation from the ofice of Directorship due to withdrawal of nomination by Elevation Capital V Limited as their shareholding got fallen below 20%. The Board had accepted his resignation in the board meeting held on February 03, 2024 and placed on record its appreciation & deep gratitude for the valuable guidance as a member of the Board.

d) Completion of tenure

During the year FY 2024-25, Mr. R. K. Nagpal (DIN: 00073205) completed his second and final term as an Independent Director and consequently ceased to be an Independent Director of the Company w.e.f. the close of business hours on July 2, 2024. The Board placed on record its appreciation & deep gratitude for the valuable guidance as a member of the Board.

e) Key Managerial Personnel (KMP)

The Board has identified the following oficials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1) Mr. Jayendrabhai B. Patel – Vice Chairman & Managing Director and C.E.O.

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

3) Mr. Vivek A. Modi – Chief Financial Oficer

4) Mr. Jaimish G. Patel – Company Secretary & Compliance Oficer

14. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2023-24 met 5 (five) times and Audit Committee met 5 (five) 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.

15. 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.

16. 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 refiecting 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 paid sitting fees for each meeting of the Board and Committees of Directors attended by them. They are also given the traveling and other expenses they incur for attending to the Companys afiairs, including attending Committee, Board and General meetings of the Company.

Remuneration of KMP (Excl. MD) & Other Employees

The authority to structure remuneration for KMP (Excl. M.D.) & other employees and the annual revision thereof has been delegated to the Managing Director and Joint Managing Director of the Company, based on Company performance, individual performance evaluation, recommendations of respective functional heads and other factors having a bearing.

If there is any specific regulatory requirement for fixation / revision of remuneration of KMP or any other employee, by the Board or any committee, then the same shall be done in compliance thereof.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 furnished hereunder as per "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 ofice 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.

18. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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. There were no complaints / cases filed / pending with the Company during the financial year.

19. 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, 2024, 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 afiairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date; c) The Directors have taken proper and suficient 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 efiectively; 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 efiectively.

20. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. 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 infiuence.

22. 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.

23. AUDITORS AND AUDIT REPORTS a) Statutory Auditors

The term of ofice of M/s Talati & Talati LLP, Chartered Accountants, (Firm Registration No. 110758W/W100377), as Statutory Auditors of the Company will conclude from the close of the ensuing Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s Talati & Talati LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Laxminiwas & Co., Chartered Accountants (FRN: 011168S) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Members attention is drawn to a Resolution proposing the appointment of M/s Laxminiwas & Co., Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 3 of the Notice convening the Annual General Meeting. Further, the report of M/s Talati & Talati LLP, the Statutory Auditors, along with notes to Financial Statements is enclosed to this annual report.

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 (Membership No.: F12366 and Certificate of Practice No.: 19866) to undertake the Secretarial Audit of the Company for the financial year 2024-25.

Further, in terms of the provisions of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, M/s GKV & Associates has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as "Annexure-3" to this Report. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

24. 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 the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential confiict 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.

25. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations and has also adopted a Risk Management Policy. The details of the Risk

Management Committee are disclosed in the Corporate Governance Report.

The Company has a risk management framework and Board members are periodically informed about the proceedings of the Risk Management Committee to ensure management controls risk by means of a properly designed framework. The Board is kept apprised of the proceedings of the meetings of the Risk Management Committee. The Company, as it advances towards its business objectives and goals, is often subjected to various risks.

Risk Management is at the core of our business and ensuring we have the right risk-return trade-ofi in line with our risk appetite is the essence of our Risk Management while looking to optimize the returns that go with that risk.

26. INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter information technology controls. Internal audits of the Company are regularly carried out to review the internal control systems. Further, the Company has been conducting management audit report by an external agency. The Internal Audit Report and Management Audit Report, along with auditors recommendations and implementation contained therein are regularly reviewed by the Audit Committee of the Board. Internal Auditor has verified the key internal financial control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

27. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating efiectively 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.

28. INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the eficacy 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 efiectiveness 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.

29. 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 Oficer / 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.

30. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the M/s. GKV & Associates, Practicing Company Secretary, confirming the level of compliance is attached and forms a part of the Boards Report.

31. DEPOSITORY SYSTEM

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2024, out of the Companys total equity paid-up share capital comprising of 1,04,76,774 Equity Shares, only 1,12,910 (1.08%) Equity Shares were in physical form and the remaining capital was in Rs.ematerialised form.

As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for efiecting transfer of securities is not processed from April 1, 2019 unless the securities are held in the dematerialised form with the depositories.

Further, transmission or transposition of securities held in physical or dematerialised form is also efiected only in Rs.ematerialised form. Therefore, Members holding securities in physical form are requested to take necessary action to dematerialize their holdings.

32. 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

33. GREEN INITIATIVE

In accordance with the ‘Green Initiative, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those shareholders whose Email Ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

34. 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 2023-24 is available on the website of the Company at https://armanindia.com/OtherReports. aspx?Page=Annual-return

35. 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:

The details of foreign exchange earnings and outgo during the year under review given below: There were no foreign exchange earnings during the year (previous year also Nil) while the expenditure in foreign currency by the Company during the year was USD equivalent of C 49,73,100/-

(previous year: C 28,87,500/-) towards the due diligence fees; USD equivalent of C 5,53,230/- (previous year: Nil) towards the legal fees; and USD equivalent of C 41,30,600/- (previous year: Nil) towards interest on Compulsorily Convertible Debentures.

36. SHARES & SHARE CAPITAL

Authorized Share Capital:

The authorized share capital of the Company is 1,40,00,000 ordinary equity shares of the face value of C 10/- each aggregating to C 14,00,00,000/- and 10,00,000 Preference Shares of C 10/- each aggregating to C 1,00,00,000/-.

Paid up Share capital:

As on March 31, 2024, the Companys paid-up Equity Share Capital was C 10,47,67,740/- divided into 1,04,76,774 Equity Shares of C 10/- each.

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.

Allotment of Equity Shares pursuant to Compulsorily Convertible Debentures (CCDs) and Optionally Convertible Redeemable Preference Shares (OCRPS)

During the financial year under the review your Company has allotted 9,35,360 Equity shares pursuant to conversion of 6,24,388 Unsecured Compulsorily Convertible Debentures ("CCDs") and 3,10,972 Optionally Convertible Redeemable Preference Shares ("OCRPS").

Employees Stock Option Plan

During the financial year under review, your Company has approved ‘Arman -Employee Stock Option Plan – 2023 ("ESOP Plan 2023") consisting of 300,000 options of equity shares of face value C 10/-. The Company has granted 1,48,600 ESOPs on August 14, 2023 to the eligible employees of the Company/ Subsidiary Company pursuant to ‘Arman -Employee Stock Option Plan – 2023 ("ESOP Plan 2023").

There has been no material change in "Arman Employee Stock Option Plan 2016" during the year under review. Both the ESOP Schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBSE Regulations").

During the financial year under the review, your Company has allotted 1,245 ordinary equity shares of C 10/- each on May 18, 2023 to the eligible employees of the Company/ Subsidiary Company pursuant to ‘Arman Employee Stock Option Plan 2016. Particulars of Employee Stock Options granted, vested, exercised and allotted are given in "Annexure-4".

Issue of Equity Shares under Qualified Institutions Placement

During the financial year under review, your Company had issued and allotted 10,47,835 equity shares of face value C 10/- at a price of C 2,195.00 per Equity Share under Qualified Institutions Placement issue pursuant to the resolution of the Board of Directors dated August 14, 2023, special resolution of the shareholders of the Company passed on September 29, 2023 authorizing the issue of Equity Shares, the placement agreement dated December 19, 2023 and resolution of Issue and Allotment Committee passed on December 23, 2023 authorizing the allotment of Equity Shares.

With respect to disclosure under Regulation 32(7A) of SEBI Listing Regulations, the Audit Committee and the Board at its meeting held on February 03, 2024, had reviewed, and confirmed that the funds raised through QIP issue during the year have been fully utilised for the intended object as mentioned in the placement document and there was no deviation or variation in utilisation of the said funds.

37. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your Company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the website of the Company at https:// armanindia.com/policyncode.aspx Corporate Social Responsibility Policy.

Further, the details including Composition of the CSR Committee, the CSR Policy and the CSR Report are given at "Annexure-5".

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Your Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on March 31, 2024. Accordingly, 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 2023-24.

39. 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.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements discussion and analysis forms a part of this annual report and is annexed to the Boards report.

41. 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 oficers or employees.

42. 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.

43. 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.

44. 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 valuation during the FY24.

45. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory / government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.

	For and on behalf of the Board of Directors of,
		Arman Financial Services Limited
	Jayendrabhai Bhailalbhai Patel	Aalok Jayendra Patel
Date: August 14, 2024	(Vice Chairman & Managing Director)	(Joint Managing Director)
Place: Ahmedabad	DIN: 00011814	DIN: 02482747