Aryaman Financial Services Ltd Directors Report

To,

The Members,

Our Directors take pleasure in presenting their Thirty-First Annual Report on the Business and Operations of the Aryaman Financial Services Limited (the Company) and the Accounts for the Financial Year ended 31 st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

Standalone and Consolidated Financial Performance:

(Rs. in lakhs)

Particulars	Consolidated		Standalone
	31-Mar-2025	31-Mar-2024	31-Mar-2025	31-Mar-2024
Total Income	11809.60	7004.66	2116.24	1593.52
Less: Expenditure	6379.33	3776.66	1289.3	1079.15
Profit before Depreciation	5430.28	3228	826.95	514.37
Less: Depreciation	15.50	15.16	4.56	6.65
Profit before Tax	5414.78	3212.84	822.39	507.72
Provision for Taxation	894.71	462.17	210.55	127.81
Profit after Tax	4520.07	2750.67	611.84	379.91
Other Comprehensive Income	1438.81	(416.59)	-	-
Total Comprehensive Income	5958.88	2334.08	611.84	379.91
Total Profit/Loss for the year attributable to:
Owners of the Company	3156.31	1764.64	-	-
Non-Controlling Interest	1363.76	986.03	-	-
Other Comprehensive Income for the year attributable to:
Owners of the Company	1045.10	(85.95)	-	-
Non-Controlling Interests	393.71	(330.65)	-	-
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company	4201.41	1678.69	-	-
Non-Controlling Interests	1757.48	655.39	-	-
Earnings Per Share (Face Value of ?10)
(1) Basic	38.64	23.55	5.23	3.25
(2) Diluted	38.64	23.55	5.23	3.25

STANDALONE

The Total Income of the Company stood at Rs. 2116.24 lacs for the year ended March 31, 2025, as against Rs. 1593.52 Lacs in the previous year. The Company made a Net Profit of Rs. 611.84 Lacs for the year ended March 31, 2025, as compared to the Net Profit of Rs. 379.91 Lacs in the previous year, registering an increase of 61.05%.

CONSOLIDATED:

The Consolidated Total Income is Rs. 11809.60 Lacs for the financial year ended March 31, 2025, as against Rs. 7004.66 Lacs during the previous financial year. Consolidated Net Profit is Rs. 4520.07 Lacs for the year ended March 31, 2025, as compared to Rs. 2750.67 Lacs in the previous year, registering an increase of 64.33 %.

The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries. -

2. 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.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), a Cash Flow Statement is included as part of the financial statements in this Annual Report.

4. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2025.

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

The Ministry of Corporate Affairs, under Sections 124 and 125 of the Companies Act, 2013, requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years to be transferred to the Investor Education and Protection Fund (IEPF). In the financial year 2024-25, there was no amount due for transfer to IEPF.

6. SHARE CAPITAL:

The authorized share capital of the company is Rs. 14,00,00,000/- divided into 1,40,00,000 Equity shares of Rs. 10/-

The paid-up share capital of the Company is Rs. 12,24,70,000 divided into 1,22,47,000 Equity shares of Rs. 10/-

The company has appointed M/s Adroit Corporate Services Private Limited as the Registrar and Transfer Agent of the Company.

7. CHANGE IN SHARE CAPITAL:

The following changes were made in the share capital of the Company during the period under review.

The Paid-up capital of the Company was increased from Rs. 11,68,20,000 /- to Rs. 12,24,70,000/-, divided into 1,22,47,000 Equity shares of Rs. 10/-, pursuant to the issue of Equity Shares on a Preferential basis.

The company has issued 5,65,000 Equity Shares of Rs. 245/- (Rupees Two Hundred and Forty-five Only) each having a face value of Rs. 10/- (Rupees Ten Only) with a premium of Rs. 235/- (Rupees Two Hundred and Thirty-five Only) for the year ended March 31, 2025.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Listing Regulations and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the Amended Listing Regulations), is presented in a separate section forming part of the Annual Report as Annexure V.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

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, a certificate of Non-Disqualification of Directors received from M/s JNG & Co. LLP, Practicing Company Secretary, is annexed to the Boards Report as Annexure IX.

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, as required under Section 134(3) of the Companies Act, 2013. Further, 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/uploads/Remuneration-Policy.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. MATERIAL CHANGES AND COMMITMENTS:

There have been material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year and the date of this Report.

a) The company has issued 5,65,000 Equity Shares of Rs. 245/- (Rupees Two Hundred and Forty-five Only) each having a face value of Rs. 10/- (Rupees Ten Only) with a premium of Rs. 235/- (Rupees Two Hundred and Thirty-five Only) for the year ended March 31, 2025. The Paid-up capital of the Company was increased from Rs. 11,68,20,000 /- to Rs. 12,24,70,000/-, divided into 1,22,47,000 Equity shares of Rs. 10/-, pursuant to the issue of Equity Shares on a Preferential basis.

b) The Company had incorporated Aryaman Finance (India) Limited (CIN: U64910MH2025PLC439433) as a Wholly-owned Subsidiary as on January 31, 2025. Its Registered Office is located at 60, Khatau Building, Alkesh Dinesh Modi Marg, Stock Exchange, Mumbai, Mumbai, Maharashtra, India, 400001

13. 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/investor-relation.php

14. FAMILIARISATION PROGRAMME FOR DIRECTORS:

In terms of Regulation 25(7) of the Listing Regulations, the Company is required to familiarise its Independent Directors through various programmes about the Company, including the following:

(a) nature of the industry in which the company operates;

(b) business model of the company;

(c) roles, rights, responsibilities of independent directors; and

(d) any other relevant information.

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management, giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the Independent Directors attended one familiarisation programme designed to enhance their understanding of the Company and their roles.

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors.

During the review period and as of the reports date, the Board of Directors and Key Managerial Personnel remained unchanged.

However, the re-appointment of the following directors for a further 5 years is as mentioned below:

1. Mr. Shripal Shah (Whole Time Director),

2. Mr. Shreyas Shah (Whole Time Director) and

3. Ms. Meloni Shah (Non-Executive Director)

ii. Committees of the Board of Directors

To ensure focused oversight and effective governance, the Board of Directors has established several committees. These committees are composed of board members and are tasked with specific responsibilities that support the boards overall mission. The committees are as follows:

(A) Audit Committee

The details with regard to the composition of the Committees of the Board as on 31 st March 2025.

S No. Name of Committee members	DIN	Category	Position in the committee
1 Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Chairman
2 Mr. Shripal Shah	01628855	Executive Director	Member
3 Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(B) Nomination and remuneration committee

The details with regard to the composition of the Committees of the Board as on 31st March 2025.

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prasad Anant Muley	10531689	Non-Executive - Independent Director	Chairman
2	Mr. Prakash Lavji Vaghela	07768595	Non-Executive - Independent Director	Member
3	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member

(C) Stakeholders Relationship Committee

The details with regard to the composition of the Committees of the Board as of 31st March 2025

S No.	Name of Committee members	DIN	Category	Position in the committee
1	Mr. Prakash Lavji Va- ghela	07768595	Non-Executive - Independent Director	Chairman
2	Mrs. Damini Baid	10337935	Non-Executive - Independent Director	Member
3	Mr. Shripal Shah	01628855	Executive Director	Member

The details with regard to the composition of the Committees of the Board and the number of meetings held during the year of such Committees, as required under the Listing Regulations, are separately provided in the Annual Report, as part of the Report on Corporate Governances Annexed to this Report as Annexure VI.

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 the 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. 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, Executive Director of the Company, retires by rotation and offers himself for re-appointment. 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, her shareholding, etc., are furnished in Annexure - A to the notice of the ensuing AGM.

16. KEY MANAGERIAL PERSONNEL:

During the period under review and as on the date of the Report, the Key Managerial Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Shripal Shah (Chief Financial Officer & Whole Time Director)

(b) Mr. Shreyas Shah (Whole Time Director)

(c) Ms. Reenal Khandelwal (Company Secretary & Compliance Officer)

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

18. BOARD MEETINGS:

During the year, Seven Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report annexed to this Report as Annexure VI, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. BOARD EVALUATION:

Our Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman, and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board, excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation, such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions, etc.

The Board carried out a formal annual evaluation of its own performance and that of its committees, viz., the Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors, including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and the Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC, and then discussed the same at the meetings of the Board and NRC, respectively. The performance evaluation of the Chairman, Whole Time Director, and the Board as a whole was carried out by the Independent Directors at their separate meeting.

20. 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 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 Rs. 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 support their becomes the 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 XI to this Report.

21. 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 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2027, as approved by the Shareholders of the Company.

ii. Secretarial Auditor:

In terms of provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on August 28,2025, had appointed M/s.JNG & CO.LLP, Practicing Company Secretaries (Firm registration No:-L2024MH017500) headed by proprietor MrJigar Kumar Gandhi, having Membership No. 7569 and Certificate of Practice No.8108, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in Listing regulations dated 13 th December 2024 read with Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, other applicable laws/statutory provisions, if any, as amended from time to time, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 28,2025 has considered, approved, and recommended to the Members of the Company the appointment of M/s. JNG & CO LLP, Practicing Company Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. JNG & CO LLP, Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report and Certificate on Corporate Governance for the financial year 2024-25 is annexed herewith as Annexure II and VIII.

iii. Cost Auditor:

The Company is principally engaged in the business of Merchant Banking, 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 Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s KKMK & Associates, Chartered Accountants, as the Internal Auditors of your Company up to the financial year 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.

22. AUDITORS REPORT:

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

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Boards Report as Annexure VII.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As of March 31, 2025, the Company has 3 subsidiaries, i.e., Aryaman Capital Markets Limited, Escorp Asset Management Limited & Aryaman Finance (India) Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries:

Further, Aryaman Finance (India) Limited (CIN: U64910MH2025PLC439433) was incorporated on January 31, 2025. The company is a Wholly-owned Subsidiary of Aryaman Financial Services Limited. Its Registered Office is located at 60, Khatau Building, Alkesh Dinesh Modi Marg, Stock Exchange, Mumbai, Mumbai, Maharashtra, India, 400001

The Annual Accounts of the above-referred subsidiary shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting.

The companys consolidated financial statements included in this Annual Report incorporate the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure III.

24. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.afsl.co.in/investor-relation.php.

25. 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 Internal Auditors of the Company for the year under review, to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on a quarterly and 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.

26. RISK ASSESSMENT AND MANAGEMENT:

Your 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/uploads/Risk%20management%20 policy.pdf

27. LISTING WITH STOCK EXCHANGES:

The Company continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the financial year 202526 to BSE Limited.

28. 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.

29. 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.

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

d. 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.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given, and Securities provided are provided in the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus, Disclosure in form AOC-2 as required is annexed in Annexure X. Further, during the year, the Company had entered into 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. All related party transactions are placed before the Audit Committee and Board for review and approval, as required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Notes to the financial statements forming part of this Annual Report.

32. DEPOSITS:

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

33. 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 adopted 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. The Code is available on the Companys website www.afsl.co.in

34. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act,2013. There were materially significant transactions with the related parties during the financial year that but were not in conflict with the interest of the Company and hence, the enclosing of Form AOC-2 as required is annexed in Annexure X. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

35. 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.

36. FRAUD REPORTING:

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

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

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder (POSH Act). The policy is available on website on https://www.afsl.co.in/uploads/Prevention%20 of%20Sexual%20Harassment%20(POSH)%20policy.pdf

The Company has also set up Internal Complaints Committee(s) (ICCs) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

38. COMPLIANCE WITH 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.

39. 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: 22 Female Employees: 21 Transgender Employees: 0

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

40. HUMAN RESOURCES:

Your Company considers people as its biggest assets, and Believing in People is at the heart of its human resource strategy. It has put concerted efforts into talent management and succession planning practices, strong performance management, and learning and training initiatives to ensure that your Company consistently develops inspiring, strong, and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect, in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), is annexed to this Annual Report as Annexure IV.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

41. CORPORATE GOVERNANCE:

Pursuant to Listing regulation, the Report on Corporate Governance during the period under review, with the Certificate issued by M/s JNG & Co. LLP, Practicing Company Secretaries, on compliance in this regard, forms part of this Annual Report as Annexure -VI.

42. 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 so as 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.

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.

43. 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.

44. 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

45. 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, the company needs 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.

46. OTHER DISCLOSURES

There were no transactions with respect to the following matters during the year:

1. The Company does not have any scheme or provision of money for the purchase of its own shares by 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.

47. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, 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.

48. ACKNOWLEDGEMENTS:

Our directors would like to express a deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, and Shareholders, and for the devoted service by the Executives, staff, and workers of the Company. The Directors express their gratitude towards each one of them.

By order of the Board of Directors
FOR ARYAMAN FINANCIAL SERVICES LIMITED
Sd/-	Sd/-
Shripal Shah	Shreyas Shah
(Whole-time Director)	(Whole-time Director)
DIN:01628855	DIN:01835575
	Friday, August 29, 2025