To

The Members,

Your directors have great pleasure in presenting the THIRTIETH Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2024.

The financial results of the company compared to the previous year are summarized as under:

There have been no material changes & Commitments which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

The company does not propose to carry any amount to reserves during the financial year. TRANSFERS TO RESERVE FUND:

Under section 45-IC (1) of Reserve Bank of India ('RBI') Act, 1934, non-banking financial Companies ('NBFCs') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, in the year 2023-24, Arihant's Securities Limited (the 'Company') has transferred a sum of ^ 20.73 lakh to its reserve fund.

The Board of Directors has not recommended any dividend for the financial year ended on 31^st March, 2024. Since the Board have considered it financially prudent in the long-term interest of the

Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

The Current Directors on the Board are as follows: -

Mrs. Aarisha, Director is liable to retire by rotation and being eligible has offered herself for reappointment. Your Directors recommend the re-appointment of the Mrs. Aarisha retiring by rotation to the members.

The Board has an optimum combination of Executive and Non-Executive Directors. The composition of the Board is in conformity with SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 with reference to number of Executive and Non-Executive Directors.

The Executive Director is involved in the day today management of the Company and Non-Executive Directors, including the Independent Director, bring external and wider perspective and independence to the decision making.

Mr. Nishikant Mohanlal Choudhary, Managing Director of the Company, works under the direction, control, and supervision of the Board of Directors. The Board of Directors meet regularly to discuss, appraise, and approve matters relating to the company's strategy, plans, budgets, financials and operations.

During the financial year ended 31^st March 2024 Five (5) Board Meetings were held. The dates on which the Board Meetings were held are 30.05.2023, 14.08.2023, 02.09.2023, 10.11.2023, and 29.01.2024.

Details of attendance at the Board meetings and the last Annual General Meeting:

Meetings are governed by a structured Agenda and a Board member may bring up any matter for consideration of the meeting in consultation with the Chairman. The detailed agenda and relevant information are sent to every director at least 7 working days in advance for each meeting, facilitating effective discussion and decision making. An indicative list of the information usually placed before the Board is as under:

> Annual Budgets and updates thereon.

> Capital expenditure proposals if any and review of their implementation.

> Quarterly, Half yearly and Annual Results.

> Business performance and steps for improvement.

> Legal proceedings involving the Company.

> Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders Committee.

> Materially important show cause notices, non-compliances, if any, etc.

In compliance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has various Committees of the Board. Details of scope, constitution, terms of reference, numbers of meetings held during the year under review along with attendance of Committee Members therein are as mentioned below.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and are not being disqualified to act as an Independent Director.

In compliance with Regulation 25 & 16 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto. the Board has adopted a policy on a familiarization programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates business model of the Company, their roles, rights, and responsibilities in the Company.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant rules.

The Board of Directors of the Company has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors. This exercise was carried out through structured questionnaires formulated by the Nomination & Remuneration Committee. The questionnaires are circulated to all the directors to seek their response on the evaluation. The evaluation framework provides for performance parameters and possible paths for improvements.

The performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole were carried out by the Independent Directors.

The Directors have expressed their satisfaction with the evaluation process and its results.

The following Directors/Officials of the Company have been designated as Key Managerial Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 203 of the Companies Act, 2013 and the SEBI Listing Regulations:

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178(3) of the Companies Act, 2013, can be viewed on the Company's website www.arihantssecurities.com. There has been no change in the policy since the last financial year.

During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Company's code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Company's website at www.arihantssecurities.com

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and future operations of the Company.

The Company being non-deposit taking NBFC, has not accepted any deposits from the public during the year under review

The Company has not given any loans or made investment or provided any guarantee/ security during the financial year under review. The Company has not given any guarantees other than bank guarantees in the normal course of business to meet contractual obligations.

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual Listing Fees for the financial year 2023-2024 has been paid to Bombay Stock Exchange.

M/s. VARADARAJAN & CO (Firm Registration No. 04515S), Chartered Accountants, No. 68, 1st Main Road, C.I.T. Nagar Nadanam, Chennai-600035 is the Statutory Auditor of the Company and they hold office till the conclusion of the 33^rdAnnual General Meeting to be held in the calendar year 2027. However, due to other professional reasons the statutory auditor has tendered their resignation on conclusion of the forthcoming Annual General Meeting.

In order to fill up such casual vacancy, based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/S. N.R. Krishnamoorthy & Co. Chartered Accountants, Chennai (Firm Registration Number: 001492s), as the Statutory Auditors of the Company for a period of Five years to hold the office of Statutory Auditors from the conclusion of this AGM till the conclusion of AGM to be held in the year 2029.

There were no qualification, reservation, or adverse remark in the Auditor's Report for the financial year ended on March 31, 2024.

The Board of Directors of the company had appointed Mr. AJAY KUMAR BANTIA, Practicing Company Secretary (C.P. No-13620), having address at I Floor, No. 30, Raja Bather Street T. Nagar, Chennai, Tamil Nadu 600017 who has conducted the Secretarial Audit of the Company for the Financial Year 2023-2024. The Secretarial Audit report issued by him is attached to this report as Annexure-C.

As there are no qualifications, reservation or adverse remark or disclaimer made by the Company secretary in whole time practice in the secretarial audit report, the need for providing explanation or comments on the same by the Board of Directors does not arise.

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.arihantssecurities.com.

All related party transaction that was entered into during the financial year was on an arm's length basis in the ordinary course of business. There are no 'material' contracts or arrangements or transactions which were not at arm's length basis and therefore disclosure in form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus approval so granted, a statement giving details of all related party transactions is placed before the Audit Committee and the board of Directors for their approval on a quarterly basis.

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE-A attached herewith which forms part of this report.

The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard.

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year your Company has informed the nonapplicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2 % of its average net profits of the company made during 3 immediately preceding financial years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review.

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

(a) Details of technology imported:

(b) Year of import:

(c) Whether the technology been fully absorbed:

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period under review.

Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign Exchange outgo during the year in terms of actual outflows: NIL

Your company has always believed in providing a safe and harassment free work place for every individual working in the company's premises through various interventions and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The company have a formal Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal complaints committee has been set up to redress complaints contractual, temporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed of during the 2023-2024:-

No. of complaints received: NIL No. of complaints disposed off: NIL

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE-B and forms part of the Annual Report

RBI GUIDLINES:

The Company is registered with RBI as a NBFC-ND-NSI. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction's Reserve Bank of India (Non-Banking Financial Company n Scale Based Regulation) Directions, 2023 and guidelines notified there under.

The vision of Arihant's Securities Limited is to be a financially sound, profitable, growth oriented and technology friendly Company committed to building values and maximizing gains for all its stakeholders, for those doing business with it, and for others associated with it. In its pursuit to attain its goals, the Company is laying maximum emphasis on the effective system of Corporate Governance particularly with a view to improve its image, efficiency, effectiveness, and integrity in all its dealings. The Company's Corporate Governance philosophy is to be ethical in its conduct of its business, to constantly strive to grow with profits, and to enhance shareholders value to the maximum extent. The Corporate Governance policies of your Company recognize the accountability of the Board Of Directors vis-a-vis all its constituents viz. Borrowers, Shareholders, Employees, Government & other Regulatory Authorities, and others dealing with it and doing business with it.

All policies of the company viewed on the website of the company www.arihantssecurities.com. DIRECTORS' RESPONSIBILITY STATEMENT:

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby confirm the following statement:

(i) In the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31^st, 2024 and of the profit and loss of the company for that period;

(iii) The directors had 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.