Arman Holdings Ltd Directors Report

DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year, Mr Pradeepkumar Jain (DIN: 07284354) Non- Executive Director and Independent Director ceased to be Independent Director of the company till 4th November 2025 after completing 2nd term of 5years as a Non- Executive Director and Independent Director of the company. Mr. Abhishek Tejawat (DIN: 08320715) Non- Executive Director and Independent Director resigned wef 30^th May 2026.

Mr Neel Sanjaykumar Singapuri (DIN: 11366237) was appointed as a Non-Executive Independent Director of the Company for a period of five years effective from 5th November 2025 but tendered his resignation till 15th January 2026.

Further, Mrs Krishna Hareshbhai Bhatt (DIN: 11203423) was appointed as a Non-Executive Independent Director of the Company for a period of five years effective from 16th January 2026 which was approved by Members through Postal ballot on 26th March 2026.

The Board put on record their sincere thanks for the contribution given by all the above Directors during their tenure with the company.

During the year, Mrs. Priyadarshani Babel (DIN 06941999), Non-Executive Director, was re-appointed who was liable to retire. During the year, the Non- executive Director and Independent Director of the company did not have any material pecuniary relationship or transaction with Company except in ordinary course of business which includes payment of sitting fee.

Further, Mr. Ravi Jitendra Modi (DIN: 10932249) is appointed as a Non-Executive Independent Director of the Company for a period of five years for first term of five consecutive years with effect from May 31, 2026 upto May 30, 2031 subject to approval of the members of the company.

The Notice convening the Annual General Meeting includes the proposals for ratification and re- appointment/ appointment of the Directors. Brief resumes of the Director proposed to be appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

The certificate on Non- Disqualification of Directors dated May 18, 2026 as issued by M/s. Binu Singh, Practicing Company Secretaries, is annexed as Annexure 6.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct & Ethics. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

The Directors are regularly informed during meetings of the Board and Committees on the business strategy and business activities. The Directors when they are appointed are given a detailed orientation on the Company, regulatory matters, business, financial matters, human resource matters, etc. The details of Familiarisation programmes provided to the Directors of the Company are mentioned in the Corporate Governance Report and on the Companys website.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and they would give the online proficiency selfassessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

NO. OF BOARD MEETINGS:

During the financial year 2025-26, the Board of Directors of our Company are as follows:

Mr. Deepak Kumar Babel (DIN: 05200110) : Managing Director

Mr. Pradeep Kumar Jain (DIN: 07284354) : Non-Executive Director & Independent Director

- (upto 4/11/2025)

Mr Neel Sanjaykumar Singapuri (DIN: 11366237): Non-Executive Director & Independent Director

(appointed wef. 5/11/2025 till 15/01/2026)

Mr. Abhishek Tejawat (DIN: 08320715) : Non-Executive Director & Independent Director

(upto 30/05/2026)

Mrs Krishna Hareshbhai Bhatt (DIN: 11203423) : Non-Executive Director & Independent Director

(appointed wef. 16/01/2026)

During the FY 2025-26, the Board of Directors met 5 (Five) times. The details of Board Meetings are provided in the Corporate Governance Report section of this Annual Report.

COMMITTEES OF THE BOARD:

The following Committees constituted by the Board function according to their respective roles and defined scope:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Details of composition, terms of reference and meetings held during the year of the above Committees are given in the Corporate Governance Report section of this Annual Report and also disclosed on the company website. All recommendations made by all the Committees have been accepted by the Board.

BOARD DIVERSITY POLICY:

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is mentioned in available in the corporate governance report that forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2026.

RELATED PARTY TRANSACTIONS:

During the Financial Year 2025-26, there were no related party transactions entered by our company except as disclosed in the financial statements which were in ordinary course of business.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2025-26 are given in prescribed Form AOC - 2, which is annexed as Annexure 1.

AUDITORS REPORT:

There are no qualifications, reservations, adverse remarks or disclaimer made in the Auditors Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2026. The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the

Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.)

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2025 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2026 given by M/s. Binu Singh, Practicing Company Secretaries, is annexed as Annexure 2.

Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing Regulations, M/s Binu Singh, Practicing Company Secretaries have issued Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026. Said report was presented at the Board meeting held on May 30, 2026.

RISK MANAGEMENT

The Board of Directors have framed and regularly implement and monitor risk management plan of Company. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

PUBLIC DEPOSITS

During the financial year 2025-26, the Company has not accepted any public deposit.

Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business. Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Board reviews the effectiveness of controls documented as a part of internal financial control framework and take necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:

• in the preparation of the annual accounts for the year ended 31^st March 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

• 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 31st March, 2026 and of the profits of the Company for the year ended on that date;

• 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;

• the Directors have prepared the annual accounts on a going concern basis;

• The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS;

Reports on Corporate Governance and Management Discussion and Analysis in accordance with regulation 34 along with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with a certificate from the Auditors of the Company are given separately in this Annual Report.

DISCLOSURE UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014;

The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed to this Report as Annexure 3.

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

The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format as Annexure 5.

NOMINATION AND REMUNERATION POLICY;

ANTI SEXUAL HARASSMENT POLICY;

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has adopted a strict policy of zero tolerance towards any form of sexual harassment at the workplace. This policy applies to all employees, including permanent, contractual, temporary, and trainees.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaints pertaining to sexual harassment were received.

GENERAL;

a) Bonus issue, Buy Back, Stock options, Sweat Equity Shares, Equity with Differential Rights; None issued during the Financial Year 2025-26.

b) Employees Stock Option Scheme; The Company is not having any Employees Stock Option Scheme.

c) Material changes and commitments ; There are no adverse material changes or commitments occurred after 31^st March 2026 which may affect the financial position of the company or may require disclosure.

d) Sexual Harassment Laws; No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received during the Financial Year 2025-26;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future: There are no significant material orders passed by the Regulators / Courts/ Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

f) Proceedings initiated/ pending against Company under the Insolvency and Bankruptcy Code, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

g) Maternity Benefits: The Company affirms that it has duly complied with all the provisions of the Maternity Benefits Act, 1961, and has extended all statutory benefits to eligible women employees during the year. Presently there are no women employees in the company, so provisions of Maternity Benefits Act, 1961 is not applicable to the company.

LISTING AND TRADING OF SHARES:

The Equity Shares of our Company are currently listed on BSE Limited. Further trading in Equity Share our Company is under GSM-Stage 0 category at BSE Limited. The Listing Fee for the financial year has been already paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PREVENTION OF INSIDER TRADING:

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS:

DISCLOSURES:

• The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2026.

• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

• During the year under review, the Company has not issued any Debentures.

• No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

• There is change in the nature of business of the Company as disclosed in this Board Report.

• Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

• There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016.

• During the year under review, the Company has not required take Credit Rating of Securities from any agency.

• During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

• During the year under review Company does not come under failure of implement any Corporate Action.

• During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

ACKNOWLEDGEMENT;

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally, your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your co-operation & never failing support.

CAUTIONARY STATEMENT;

Statements in the Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.