Aryaman Capital Markets Ltd Directors Report

To

The Members,

Aryaman Capital Markets Limited

Your directors take pleasure in presenting their Seventeenth Annual Report on the Business and Operations of Aryaman Capital Markets Limited ("the Company") and the Accounts for the financial year ended March 31, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025, and the previous financial year ended March 31, 2024, is given below:

Particulars	31-Mar-25	31-Mar-24
Total Income	7733.62	3432.04
Less: Expenditure	5029.27	2675.35
Profit before Depreciation	2704.35	756.69
Less: Depreciation	10.81	8.50
Profit before Tax	2693.54	748.19
Provision for Taxation	400.43	102.65
Profit after Tax	2293.11	645.53
Other Comprehensive Income	1330.36	608.15
Total Comprehensive Income	3623.47	1253.68
Earnings Per Share (FV of Rs 10/- per share)
(1) Basic	19.15	5.39
(2) Diluted	19.15	5.39

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared by the Indian Accounting Standard ("Ind AS") as notified by the Ministry of Corporate Affairs (" MCA") and as amended from time to time.

As a Market-Making Company, the majority of the companys investments are in the securities of listed companies. Accordingly, most of its revenue is from trade income on investments in listed companies. Due to resilient growth in the capital markets and increased investor interest in SME-listed stocks, the company has confirmed top-line growth.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at 7733.62 lacs for the financial year ended March 31, 2025, as against 3432.04 lacs in the previous financial year. The Company reported a net profit of 2,293.11 lacs for the financial year ended March 31, 2025, compared to a net profit of 645.53 lacs in the previous financial year.

3. CASH FLOW STATEMENTS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") Regulations, 2015, a Cash Flow Statement forms part of the Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits. Further, as per Regulation 43A of the listing regulations, the requirement to formulate a Dividend Distribution Policy applies to the top 1,000 listed entities based on market capitalization. As our company does not fall within this threshold, the formulation and disclosure of a Dividend Distribution Policy do not apply to us.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

MCA, under Sections 124 and 125 of the Companies Act, 2013, requires dividends that are not encashed or claimed by shareholders for seven consecutive years to be transferred to the Investor Education and Protection Fund ("IEPF"). However, there was no amount due for transfer to IEPF in the financial year 2024-25.

7. STATE OF THE COMPANYS AFFAIR:

There has been no change in the business of the Company during the financial year under review.

(There has been no change in the business of the Company during the financial year under review. However, the company has been migrated from the BSE SME Platform to the BSE Main Board on May 08, 2025.)

8. SHARE CAPITAL

The Authorized share capital of the Company is 12,00,00,000/- (Rupees Twelve Crores only), divided into 1,20,00,000 (One Crore Twenty Lakh) equity shares of 10/- (Rupees Ten only).

The Paid-up capital of the Company is 11,97,71,260/- (Rupees Eleven Crore Ninety-Seven Lakh Seventy-One Thousand Two Hundred Sixty Only) divided into 1,19,77,126/- (One Crore Nineteen Lakh Seventy-Seven Thousand One Hundred Twenty-Six) Equity shares of 10/- (Rupees Ten only).

9. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Listing Regulations and subsequent amendments therein, is presented in a separate section forming part of the Annual Report as " Annexure III."

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted Notice of Interest in Form MBP 1 under Section 184(1) of the Companies Act, 2013, as well as intimation by directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013, and declarations as to compliance with the Code of Conduct for Directors and Senior Management.

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulation, Certificate of Non-Disqualification of Directors as received from JNG & Co. LLP, Company Secretaries, forming part of the Annual Report as "Annexure IV".

11. COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL & OTHER EMPLOYEES:

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, and the other employees and their remuneration.

The Policy forms part of the Annual Report as "Annexure I". Further, as required under Section 134(3) of the Act, the Nomination and Remuneration Policy of the Company is available on the website of the Company pursuant to the proviso of Section 178(4) of the Companies Act, 2013, at:- https://www.afsl.co.in/Acml/pdf2/Remuneration%20Policy.pdf.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes, and Independence of the Director, and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates.

The statement giving details of names of the top ten employees in terms of remuneration drawn and the name of every employee who was in receipt of remuneration exceeding the limits specified under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, does not apply to the Company.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiaries, Joint ventures, or Associate Companies.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments that affect the financial position of the Company that have occurred between the end of the financial year and the date of this Report.

14. ANNUAL RETURN:

The draft Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Companies Act, 2013, as amended from time to time and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.afsl.co.in/Acml/investor.php.

15. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for the period under review.

16. FAMILIARISATION PROGRAMME FOR DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, the Company needs to formally arrange an Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights, and responsibilities as Directors, the working of the Company, the nature of the industry in which the Company operates, the business model, etc.

The Company has adopted a framework, duly approved by the Board of Directors, for Familiarisation Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively in decision-making.

During the year under review, the Company has conducted Familiarisation Programmes on Business and Operational Performance, and Financial Results and Performance for Independent Directors.

The details of the Familiarisation Programme are available on the Companys website at https://www.afsl.co.in/uploads/Familiarization%20Programme%20for%20Independent%20Directors.pdf.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Company has a professional Board comprising Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise, helping the Company implement the best Corporate Governance practices.

As on the date of the Report following are the following changes took place in the Board Structure:

In accordance with Section 149(10) of the Companies Act, 2013, which stipulates that an Independent Director cannot hold office for more than two consecutive terms, thereby Ram Gaud (DIN: 02759052) ceased to be the Independent Director of the company with effect from July 13, 2024, upon completion of his two consecutive terms. He shall be eligible for reappointment after three years from the date of cessation.

The Board at its meeting held on July 12, 2024, reappointed Mr. Shripal Shah (DIN: 01628855), as a Whole Time Director of the Company for 5 (Five) consecutive years commencing from July 14, 2024 till July 13, 2029 and Ms. Kajal Chhatwal (DIN: 10044125) was appointed as Non-Executive Independent Director for a term of five years with effect from July 12, 2024 which was regularized in Annual General Meeting held on August 14, 2024.

Mr. Shripal Shah (DIN: 01628855) was appointed as Whole-time director on July 22, 2008. The Board of Directors of the Company ("Board"), at its meeting held on August 18, 2025 has, subject to the approval of members, proposed to change the designation of Mr. Shripal Shah (DIN: 01628855) from Whole-Time Director to Executive Director, i.e., with effect from August 18, 2025

Mr. Shreyas Shah (DIN: 01835575) was appointed as Executive Director on July 22, 2008. The Board of Directors of the Company ("Board"), at its meeting held on August 18, 2025 has, subject to the approval of members, proposed to change the designation of Mr. Shreyas Shah (DIN: 01835575) from Executive Director to Whole-Time Director, for a period of 5 (five) years, i.e., with effect from August 18, 2025

The Board at its meeting held on August 18, 2025 has appointed Ms. Damini Baid (DIN: 10337935) as an Additional Non- Executive Independent Director of the Company for a term of five (5) consecutive years w.e.f. August 18, 2025, not liable to retire by rotation, subject to the approval of shareholders.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Shreyas Shah, Director of the Company, will retire by rotation at the ensuing 17th Annual General Meeting and, being eligible, offer him/ themselves for re-appointment as per Section 152 of the Companies Act, 2013.

The brief resume of Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding, etc., are furnished in Annexure-A to the notice of the ensuing Annual General Meeting.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of Listing Regulations, and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As on the date of this report, the following are the Key Managerial Personnel of the Company:

a) Mr. Shripal Shah- Whole Time Director ("WTD") & Chief Financial Officer ("CFO") up to August 18, 2025

b) Mr. Shreyas Shah- Whole Time Director ("WTD") w.e.f August 18, 2025

c) Mr. Pradeep Mardhekar - Chief Financial Officer ("CFO") w.e.f August 18, 2025

d) Ms. Reenal Khandelwal - Company Secretary & Compliance Officer

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Companies Act, 2013, along with Rules framed thereunder and Regulation 16(1)(b) of Listing regulations; and

b. There has been no change in the circumstances affecting/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Companies Act, 2013 and rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance with the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, integrity, and possess the relevant expertise and experience in their respective fields.

19. BOARD MEETINGS:

During the year under review, the Board met 6 times on the following dates. The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Companies Act, 2013, and the Listing Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

			Attendance
Sr. No	Date of Meeting	Total No of Directors as on the date of the meeting	No. of Directors attended	% of Attendance
1	May 24, 2024	5	5	100%
2	July 12, 2024	5	5	100%
3	August 09, 2024	5	5	100%
4	November 14, 2024	5	5	100%
5	January 28, 2025	5	5	100%
6	February 06, 2025	5	5	100%

20. COMMITTEES OF THE BOARD:

i. Audit Committee:

During the year, the committee met three times with full attendance of all the members. The composition of the Audit Committee as of March 31, 2025, and details of the Members participation at the Meetings of the Committee are as follows:

		Meetings		Attendance at the Audit Committee Meetings held on.
Name of Director	Position in the committee	Held and entitled	Attended	24.05.2024	12.07.2024	14.11.2024
Mr. Ram Gaud (Independent Director) *	Chairman	2	2	Yes	Yes	No
Ms. Kajal Chhatwal (Independent Director)	Chairman	1	1	No	No	Yes
Mr. Shripal Shah (Whole Time Director)	Member	3	3	Yes	Yes	Yes
Mrs. Supriya Tatkar (Independent Director)	Member	3	3	Yes	Yes	Yes

Changes that took place in the composition of the Audit Committee during the year and as of the date of this report.

Ms. Kajal Chattwal was inducted on the Audit Committee effective July 13, 2024.

Mr. Kajal Chattwal is designated as Chairman of the Audit Committee effective from July 13, 2024

Consequent to the completion of their tenure effective July 12, 2024 (Closure of Business Hours), Mr. Ram Gaud ceased to be a member & chairman of the Audit Committee.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 and Listing regulations, include the following:

Financial Reporting and Related Processes:

Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities, or the public.

Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements, and/or recommendations, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors their judgment about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualifications for appointment on the Committee and possess sound knowledge of finance, accounting practices, and internal controls.

The Auditors, Internal Auditors, and Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee. Ms. Kajal Chhatwal, the Chairman of the Committee, was present at the last Annual General Meeting held on August 14, 2024.

ii. Nomination and Remuneration Committee:

During the year, the committee met twice with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2025, and details of the Members participation at the Meetings of the Committee are as under:

		Meetings		Attendance at the Remuneration Committee held on
Name of Director	Position in the committee	Held and entitled	Attended	24.05.2024	12.07.2024
Mr. Ram Gaud (Independent Director)	Chairman	2	2	Yes	Yes
Ms. Kajal Chhatwal (Independent Director)	Chairman	0	0	No	No
Mrs. Supriya Tatkar (Independent Director)	Member	2	2	Yes	Yes
Mr. Darshit Parikh (Independent Director)	Member	2	2	Yes	Yes

Changes that took place in the composition of the Nomination and Remuneration Committee during the year and as of the date of this report.

Ms. Kajal Chattwal was inducted on the Nomination and Remuneration Committee effective from July 13, 2024.

Mr. Kajal Chattwal is designated as Chairman of the Nomination and Remuneration Committee effective from July 13, 2024

Consequent to the completion of their tenure effective July 12, 2024 (Closure of Business Hours), Mr. Ram Gaud ceased to be a member & chairman of the Nomination and Remuneration Committee.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 and listing regulations, include the following:

Formulation of the criteria for determining qualifications, positive attributes, and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel, and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and, based on such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. To identify suitable candidates, the Committee may:

a) Use the services of an external agency, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on the diversity of the board of directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommending to the board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director, based on the report of the performance evaluation of the independent directors.

Recommend to the board all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy, which is annexed to the Annual Report as "Annexure I".

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of the Companies Act, 2013, continued working under the Chairmanship of Ms. Supriya Tatkar. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as of March 31, 2025, and details of the Members participation at the Meetings of the Committee are as follows:

Name of Director	Position in the committee	Meetings
		Held and entitled	Attended	Attendance at the Stakeholders Relationship Committee held on 24.05.2024
Ms. Supriya Tatkar (Independent Director)	Chairperson	1	1	Yes
Mr. Shripal Shah (Whole Time Director)	Member	1	1	Yes
Mr. Ram Gaud (Independent Director)	Member	1	1	Yes

Changes that took place in the composition of the Stakeholders Relationship Committee during the year and as of the date of this report.

Ms. Kajal Chattwal was inducted on the Stakeholders Relationship Committee effective from July 13, 2024.

Consequent to the completion of their tenure effective July 12, 2024 (Closure of Business Hours), Mr. Ram Gaud ceased to be a member of the Stakeholders Relationship Committee.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. The terms of reference of the Committee, as per the Companies Act 2013 listing regulations, include the following:

Resolving the grievances of the security holders of the listed entity, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

Review of measures taken for effective exercise of voting rights by shareholders.

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring the timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as of March 31, 2025.

Ms. Reenal Khandelwal, Company Secretary and Compliance Officer of the Company.

21. BOARDS PERFORMANCE EVALUATION:

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional / women Directors and replacement of Board members / Committee members, whenever required, and whether the Board facilitates the independent Directors to perform their role effectively.

The criteria for evaluation of the Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information, and explanations from management, internal and external auditors, etc.

Based on such criteria, the evaluation was completed for each Director, Committee, and the Board of Directors, and the observations of the Directors were discussed and presented to the Chairperson of the Board.

The performance evaluation of Non-Independent Directors, i.e., Mr. Shripal Shah, Mr. Shreyas Shah, and the entire Board, was carried out.

The performance evaluation of the Independent Directors, i.e., Mr. Darshit Parikh, Ms. Supriya Tatkar, and Ms. Kajal Chhatwal, was also carried out.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees, and Directors, including Independent Directors, was found satisfactory.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company considers Corporate Social Responsibility ("CSR") as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The Corporate Social Responsibility policy formulated by the CSR Committee and approved by the Board remains unchanged. The policy is available on the Companys website at: - https://www.afsl.co.in/uploads/CSR%20Policy.pdf.

During the financial year 2024-25, the Company has in place a CSR policy laid down in accordance with the provisions of the Companies Act, 2013, and rules made thereunder. The Company under its CSR policy, affirms its commitment of seamless integration of marketplace, workplace, environment and community concerns with business operations by undertaking activities/initiatives that are not taken in its normal course of business and/or confined to only the employees and their relatives and which are in line with the broad-based list of activities, areas or subjects that are set out under schedule VII of the Companies Act, 2013,

The company has spent an amount of 6,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013, against 2% of the average profit for the last three years.

The company has spent an amount of 6,50,000 on "Matoshri Jayaben Himmatlal Shah Charitable Trust" to support their efforts, which focus on various charitable activities, primarily in education, healthcare, and empowerment initiatives. The trust aims to improve the lives of underprivileged individuals and communities through programs such as providing free or subsidized dialysis, distributing educational resources, and offering support for basic needs.

An Annual Report on CSR activities in terms of Section 134(3)(o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, is attached herewith as Annexure V to this Report.

23. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company for 2nd term of five consecutive years, from the conclusion of the 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting to be held in the year 2027, as approved by the members of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JNG & Co. LLP., Practicing Company Secretaries (Firm Registration No. L2024MH017500), to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith as "Annexure II.

Further, following our migration from the BSE SME to the BSE Main Board on May 08, 2025, we are required to comply with relevant regulations. In accordance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on August 18, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s.JNG & Co. LLP, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. L2024MH017500) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30.

iii. Cost Auditor:

The Company is principally engaged in market-making of SME Listed Scrips and Proprietary Investments in shares, securities, and funds, which is not mentioned in the table appended to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Therefore, Section 148 of the Companies Act, 2013 does not apply to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, has reappointed M/s KKMK & Associates, Chartered Accountants, as the Internal Auditors of your Company for the financial year 2024-25 & 2025-26. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

24. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations, or adverse remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure, which forms part of this report.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Under the provisions of Section 177(9) of the Companies Act, 2013, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such a mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report, which forms part of this Annual Report. The said Policy is available on the Companys website at https://www.afsl.co.in/Acml/.

26. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board has appointed M/s KKMK & Associates, Chartered Accountants, as the Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on a half-yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

27. RISK ASSESSMENT AND MANAGEMENT:

Our Company has been continuously reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks. The policy is available on the company website: https://www.afsl.co.in/Acml/pdf2/Risk%20management%20policy.pdf.

28. LISTING WITH STOCK EXCHANGES:

The Company, previously listed on the SME platform of BSE Limited, successfully migrated to the BSE Main Board on May 8, 2025. Accordingly, the Company has paid the requisite annual listing fees for the financial year 2025-26 to BSE Limited, in line with Main Board requirements.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to Meetings of the Board of Directors and General Meetings.

The Company is fully compliant with the applicable Secretarial Standards (SS), viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Companies Act, 2013 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below.

a) The median remuneration of employees of the Company during the financial year is 4,22,500

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 109.78 %

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 8 (Eight).

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

No employee in the Company received a remuneration of 1,00,00,000/- per annum during the period under review. Therefore, the Company is not required to disclose any information under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

*Since the Executive Directors and KMPs of the company are on the payroll of Aryaman Financial Services Limited (Holding Company) and do not receive any remuneration from the company, only the employee remuneration median is calculated.

31. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 and listing regulations, the Company has adopted policies, which are available on its website http://www.afsl.co.in/Acml/.

32. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, M/s. Big Share Services Private Limited was the Registrar and Transfer Agent of the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy The Operations of the Company are not energy-intensive. However, adequate measures have been initiated for the conservation of energy.

b) The steps taken by the Company for utilizing an alternate source of energy The Company shall consider on adoption of an alternate source of energy as and when necessary.

c) The Capital Investment on energy conservation equipment No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. Minimum technology required for Business is absorbed.

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable.

1. The details of the technology imported.

2. The year of import.

3. Whether the technology has been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

34. PARTICULARS OF LOANS, INVESTMENTS, AND GUARANTEES:

Particulars of loans given, investments made, guarantees given, and securities provided are provided in the financial statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts/arrangements/transactions entered by the Company during the financial year with related parties. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details of the related party transactions as required under Indian Accounting Standard (IND-AS)-24 are set out in the Note to the financial statements forming part of this Annual Report.

36. DEPOSITS:

Your Company did not accept/hold any deposits from the public/shareholders during the year under review.

37. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

38. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set a framework, rules, and procedures that all concerned persons should follow while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also reviewed the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, and subsequent amendments therein. The Code is available on the Companys website: - http://www.afsl.co.in/Acml/investor.php.

39. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the financial year 2024-25 were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions 45 of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year that conflicted with the interests of the Company.

40. SIGNIFICANT AND MATERIAL ORDERS:

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 the future.

41. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013, during the financial year.

42. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

There are only eight employees in the Company; thus, it is not required to constitute an Internal Complaints Committee pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013 as the same is not applicable to the Company.

43. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025.

Male Employees: 7

Female Employees: 1

Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

45. DOWNSTREAM INVESTMENT

The Company neither has any Foreign Direct Investment (FDI) nor has it invested in any Downstream Investment in any other Company in India.

46. HUMAN RESOURCES:

Your Company has established an organizational structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it ensures that employees are aligned on common objectives and have the right information on business evolution.

47. CORPORATE GOVERNANCE:

In terms of listing regulations, it exempts companies that have listed their specified securities on the SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the mainboard Platform of BSE w.e.f May 08, 2025. Therefore, for the financial year 2024-25, the Company is exempted from compliance with Corporate Governance requirements, and accordingly, the reporting requirements like Corporate Governance Report, Business Responsibility Report are not applicable. The Corporate governance report is enclosed as Annexure VI .

48. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures.

ii. They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively.

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

49. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external consultants, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

50. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

51. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

52. OTHER DISCLOSURES:

There were no transactions with respect to the following matters during the year: employees or by trustees for the benefit of employees.

2) There has been no issue of shares (including sweat equity shares) to the employees of the company under any scheme, save and except Employees Stock Options Schemes referred to in this report.

3) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

4) There was no instance of one-time settlement with any Bank or Financial Institution.

5) During the financial year, there has been no revision in the Financial Statements or the Boards Report.

6) The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

53. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations, may constitute ‘forward-looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

54. ACKNOWLEDGEMENTS:

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates all employees of the Company for their sincere work and commitment.

Registered Office:	On Behalf of the Board of Directors
60, Khatau Building, Ground. Floor,	FOR ARYAMAN CAPITAL MARKETS LIMITED
Alkesh Dinesh Modi Marg,
Fort, Mumbai 400 001	Sd/-
Tel: 022 6216 6999	Shreyas Shah
Fax: 022 2263 0434	(Whole Time Director)
CIN: L65999MH2008PLC184939	Din: 01835575
Website: http://www.afsl.co.in/Acml/	Monday, August 18, 2025
Email: aryacapm@gmail.com	Sd/-
	Shripal Shah
	(Executive Director)
	Din: 01628855
	Monday, August 18, 2025