Directors Report of Anand Rathi Share & Stock Brokers Ltd.

Mar 31, 2026

The Board of Directors ("the Board”) are pleased to present their 35^th (Thirty-Fifth) Annual Report of Anand Rathi Share and Stock
Brokers Limited ("the Company/ARSSBL”) on the business and operations of the Company, together with the Audited (Standalone
and Consolidated) Financial Statements of the Company for the Financial Year ("Financial year”) ended 31^st March, 2026 (hereinafter
referred as "Financial year 2025-26” or "during the year”).

This marks the first annual report following the Initial Public Offering ("IPO”) of the Company. The Board extends its sincere
appreciation to all its stakeholders for their continued support throughout the Company’s journey from its incorporation as a
Private Limited Company and thereafter its subsequent conversion into a Public Limited Company, to our present recognition as a
Listed Company.

1. FINANCIAL SUMMARY

A summary of the Company’s financial performance, both on standalone and consolidated basis, for the financial year 2025-26
as compared to the previous financial year i.e. financial year 2024-25 is as under:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	9,314.91	8,435.74	9,321.57	8,456.98
Other Income	22.17	13.06	22.17	13.06
Total Income	9,337.08	8,448.80	9,343.74	8,470.04
Less: Total Expenses	7,595.90	7,042.88	7,628.01	7,066.25
Profit before Tax	1,741.18	1,405.92	1,715.73	1,403.79
Less: Total Tax Expense	423.01	367.72	423.01	367.72
Net Profit after tax but before Other Comprehensive Income	1,318.17	1,038.20	1,292.72	1,036.06
Other Comprehensive Income	(11.70)	(15.54)	(6.87)	(14.49)
Total Comprehensive Income	1,306.47	1,022.66	1,285.85	1,021.57
Earning Per equity share
Basic	24.58	23.41	24.10	23.36
Diluted	23.86	22.51	23.40	22.46

The annual Audited Financial Statements for the
financial year ended 31^st March, 2026 have been prepared
in accordance with the applicable provisions of the
Companies Act 2013 ("the Act”), Indian Accounting
Standards ("IND AS”) and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations”), if any.

Further, in accordance with the provisions of the Act and
the SEBI Listing Regulations read with IND AS 110 on
Consolidated Financial Statements, the consolidated
audited financial statement for the financial year ended
31^st March, 2026 along with Auditor’s Report for the
Financial Year ended 31^st March, 2026 forms part of
this Annual Report.

The Board of Directors review the operations of the
Company as a whole, as one single segment viz.
broking and related services. There are no separate
reportable segments.

2. FINANCIAL PERFORMANCE HIGHLIGHTS

The Company’s performance during the financial year
ended 31^st March, 2026 in comparison with the year ended
31^st March, 2025 is summarized as follows:

Financial year 2025-26 was a landmark year as the
Company successfully completed its IPO in September
2025, raising H 7450 million from investors. The proceeds
were utilized to substantially strengthen our business,
particularly to meet working capital requirements.

For the full year Financial year 2025-26, consolidated
revenue from operations stood at H 9,322 million, reflecting
year on year growth of 10.2%. EBITDA stood at H 3,796
million and PAT at H 1,293 million, translating into growth
of 21.9% and 24.8%, respectively. EBITDA and PAT margins
for the full year were 40.7% and 13.8%, respectively.
Further, the Company have proposed dividend of H 5 per
share subject to approval from shareholders.

Turning to the segmental revenue mix, the contribution
from the Broking segment, comprising broking and related
services, and the Non-Broking segment - comprising
interest income from MTF, distribution income, and other
income - was 51% and 49%, respectively.

Within the broking segment, for Financial year 2025-26
broking revenue stood at H 4,755 million, representing a
slight dip of 6.8% compared to the previous year.

Within broking, we continued to maintain a healthy
balance between equity cash, equity derivatives, and other
segments. This reflects our philosophy of encouraging an
investment focused approach among our clients, rather
than speculative trading. For the full year Financial year
2025-26, the revenue mix across equity cash, F&O, and
other segments stood at 51%, 41%, and 8%, respectively.

As of 31^st March, 2026, our total assets under custody
stood at approximately H 9,44,155 million, representing a
growth of 16% year-on-year.

The points below briefly cover our non-broking
business segments:

Distribution Business:

We continue to actively distribute a wide range of financial
products, including mutual funds, PMS, AIFs, insurance,
bonds, structured products, and fixed deposits. As of 31^st
March, 2026, assets under management stood at H 77,876
million, representing healthy growth of 21% year on year.

Distribution income for the full year Financial year 2025-26
is amounted to H 1,129 million, reflecting strong year on
year growth of 44.1% for the full year. This growth reflects
both an expanding product basket and improved cross
selling across our client base.

Margin Trading Facility (MTF)

The Company’s MTF book continued to scale in a
disciplined manner and stood at H 11,019 million as of 31^st
March, 2026, registering strong year on year growth of 61%.
Interest income from our MTF book stood at H 1,515 million
during full year Financial year 2025-26, which translates
into a healthy 32.6% year on year growth for the full year.

The Company also continued to maintain zero NPAs on our
MTF book as of 31^st March, 2026, once again reflecting our
judicious underwriting practices. The book also remains
granular, with approximately 61% of the outstanding
exposure coming from clients with individual balances
below H 1 crore.

Client loyalty and long-term relationship building continue
to be a key strength of our operating model. As of 31^st
March, 2026, approximately 42% of our active clients have
been associated with us for over five years. In addition,
83% of our active clients are over 30 years of age - a
demographic we consider particularly attractive, as it
typically corresponds to higher investable surpluses, more
mature investment behaviour, and demand for a broader
range of financial products.

Our people remain a critical enabler of our relationship led,
research backed, and technology enabled business model.
As of 31^st March, 2026, our employee base stood at 2,214,
representing a net addition of 132 employees’ year on year.
We view talent as a strategic asset and continue to invest
in building high quality teams to support our long term
growth objectives.

Turning to our balance sheet, our debt equity ratio stood
at 0.62 as of 31^st March, 2026, compared to 1.80 as of
31^st March, 2025. This reflects a meaningful improvement
in our capital structure and provides us with enhanced
financial flexibility to support growth, particularly in
scalable businesses such as the Margin Trading Facility,
while maintaining prudent leverage levels.

3. INDUSTRY OVERVIEW

Financial year 2025-26 was a challenging year for
global economies and financial markets. The world
was dealing with multiple headwinds at the same time
ongoing geopolitical tensions, shifting global trade
dynamics including tariff-related uncertainties, and fast¬
paced technological shifts that disrupted established
business models. As the year progressed, these pressures
intensified with fresh bouts of adverse news - including
the recent West Asia conflict - further weakening risk
appetite. Global investors turned risk-off in their outlook,
leading to sustained FII outflows and heightened volatility
across markets. Unsurprisingly, this combination of
factors weighed heavily on investor sentiment, resulting in
Indian capital markets entering a phase of consolidation
after several years of strong performance.

While short-term disruptions and periods of moderation
are inevitable, the long-term structural drivers of the Indian
market remain firmly intact.

The steady rise in demat accounts - from 15.14 crore
in March 2024 to 22.5 crore by March 2026 - clearly
reflects sustained retail participation and deeper
market penetration.

Similarly, assets under management in the mutual fund
industry rose from H 65.74 lakh crore as of March 2025
to approximately H 73.73 lakh crore by March 2026,
representing a 12.2% year-to-date increase.

This growth underscores the continued financialisation
of household savings and a rising preference for market-
linked investment avenues.

In parallel, SEBI has been very proactive in introducing a
series of regulatory measures aimed at strengthening risk
management frameworks, curbing excessive leverage,
enhancing investor protection, and improving the ease
of doing business in capital market transactions. While
some of these reforms may have necessitated short-term
adjustments and led to some near-term discomfort for a
few participants, they are critical in laying the foundation
for a more transparent, resilient, and sustainable capital
market ecosystem over the long term.

Overall, we believe that the industry is moving in a
constructive direction, although near-term conditions have
clearly remained uneven. Over time, the market is likely to
favour firms that combine strong compliance standards,
digital delivery and diversified revenue streams.

4. BUSINESS OVERVIEW

The Company’s Diversified revenue model continues
to be a key strength of the Company. While broking and
related services remain the primary revenue drivers, the
contribution from non-broking businesses such as margin
trading facility and distribution income has increased
steadily. This reflects our strategic focus on building a
more balanced and resilient business model—one that
is not solely reliant on market-linked broking revenues,
but is increasingly supported by stable, annuity-like
income streams.

Company strategic direction remains clear and unchanged.
As guided earlier, Company fully focused on maintaining a
balanced revenue mix, with a targeted revenue split of 50:50
between non broking and broking segments and growing
both segments at steady growth rate. This approach is
central to improving the overall quality, sustainability, and
predictability of our earnings over the long term.

During Financial year 2025-26, Company made steady
progress across multiple strategic priorities.

First, Company continued to scale distribution business in
a structured and steady manner. Company have expanded
offerings across a wide range of financial products,
including mutual funds, PMS, AIFs, structured products,
bonds, and more recently, insurance. Company Distribution
income for the full year Financial year 2025-26 is amounted
to H 1,129 million, reflecting strong year on year growth of
44.1% for the full year. This growth reflects improved cross
selling across our client base as per our focused approach
to grow our distribution business.

Company objective is to address the broader financial
needs of clients. Company approach has consistently been
relationship led rather than product led, with a focus on
understanding clients’ evolving financial goals and serving
them in a more holistic and long term manner.

Second, Company continued to strengthen our margin
trading facility (MTF) franchise. Supported by the improved
capital position following our IPO and a disciplined
approach to risk management, Company able to scale the
MTF book while maintaining prudent controls. Importantly,
Company closed the year with zero NPAs in this portfolio,
reflecting our cautious underwriting standards and strong
focus on asset quality. As of 31^st March, 2026, MTF book
stood at H 11,019 million, representing robust year on year
growth of approximately 61%.

Third, Company remained focused on investing in tech
delivery platform, processes, and people. As highlighted
earlier, Company operating model is physical in nature,
combining relationship led service with robust digital

capabilities. This allows Company to effectively serve both
assisted and self-directed clients. In parallel, Company
continued to strengthen our technology platforms, process
automation, and internal tools to improve customer
engagement and enhance overall team productivity.

If we take a step back and view the Company in a broader
context, Company underlying philosophy has remained
consistent. Company focused on building long term
customer relationships, increasing share of wallet through
relevant cross selling opportunities, and creating a stable,
growth oriented business with a more balanced mix of
broking and non-broking revenues. Company also looking
at expanding geographical network by strengthening
branch network and business partner ecosystem. This
will help in strengthening Company presence in emerging
tier 2 & tier 3 markets where growth is more eminent in
present Bharat.

Company objectives remain unchanged—to grow both
broking and non-broking businesses in a disciplined
manner, improve the quality and predictability of revenues,
deepen customer engagement across products, and
continue building a Company capable of delivering
consistent and long term value.

5. OUTLOOK

The Company remains confident in the long term potential
of India’s capital markets. Its position as an established
full service broking house, supported by a diversified
operating model across broking, margin funding and
financial product distribution, provides a broader and more
resilient foundation compared to a purely transaction
led intermediary.

With a pan India presence across branches, authorised
persons and digital platforms, Company is well positioned
to serve clients across geographies and investor segments.
The research led, relationship oriented service model
continues to differentiate the Company in an increasingly
competitive landscape. The maturity of the client base and
emphasis on advisory led engagement provide scope for
deeper wallet share, better monetisation and improved
operating stability over time.

Looking ahead, the Company remains committed to
investing in its reach, talent, technology capabilities and
brand strength ensuring that we deliver sustained value to
all stakeholders while reinforcing our position as a trusted
partner in India’s evolving financial ecosystem.

6. CAPITAL INVESTMENT

During the financial year, the Company continued its
capital investments to strengthen operational capabilities
and support future growth. The capital investments
were primarily directed toward upgrading technological
infrastructure, improving office facilities, and acquiring
other business-related assets, in line with the Company’s
strategic objectives.

The Company carefully evaluates such investment plans
to ensure efficient resource utilization and long-term value
creation for stakeholders.

7. STATE OF AFFAIRS OF THE COMPANY

During the financial year ended 31^st March, 2026, the
Company demonstrated resilience and steady growth
across its core business segments. The equity shares of the
Company were successfully listed on the stock exchanges
viz. BSE Limited and National Stock Exchange of India
Limited on 30^th September, 2025, marking a significant
milestone in the Company’s journey and enhancing its
visibility, strengthened corporate governance standards,
and access to greater capital markets.

Post listing, the Company witnessed improved investor
participation and strengthened its market position in the
financial services industry. The Company continued to
focus on its core competencies in broking, investment
services, institutional equities and financial product
distribution, supported by a robust technology platform
and a growing client base.

In the opinion of the Board, the overall state of affairs of the
Company is satisfactory and reflecting a strong foundation
for sustained growth and future expansion.

8. SUBSIDIARY / ASSOCIATE / JOINT VENTURE

As on 31^st March, 2026, the Company has one Wholly-
owned subsidiary within the meaning of Section 2(87)
of the Companies Act, 2013 and details of the same is
provided as under:

Anand Rathi International Ventures (IFSC) Private Limited
["ARIFSC”] is a Wholly-owned subsidiary of Anand Rathi
Share and Stock Brokers Limited. The Company is registered
in Gift City Special Economic Zone (Gift City), in the Gujarat
State and received certificate of commencement of
business with effect from 25^th June, 2020 from the office
of the Development Commissioner, Gift SEZ, Ministry of
Commerce & Industry, Government of India.

The Company does not have any Associate or Joint Venture
companies during the year under review or any time after
the closure of the financial year till the date of report.

Further, pursuant to the provisions of Section 136(1) of the
Act, the Financial Statements for the financial year ended
31^st March, 2026 of the wholly owned Subsidiary of the
Company is available on the website of the Company at
https://anandrathi.com/investors/Subsidiary Financials/
ARIVPL March26 Financials Signed.pdf.

Material Subsidiary:

The Company has formulated a Policy for Determining
Material Subsidiary in line with Regulation 16(1)(c) of the
SEBI Listing Regulations as amended from time to time
and the said policy is also available on the website of the

Company athttps://anandrathi.com/investors/Policies/
Materiality-Policy-for-Determination-of-Subsidiary.pdf.

The Company does not have any material subsidiary as on
31^st March, 2026.

Investment in Subsidiaries:

ARIFSC announced issue of equity shares to the existing
eligible equity shareholders on right basis in the ratio of 3
equity shares for every 10 equity share held. In lieu of the
same, the Company was offered 28,28,280 equity shares.
The Company accepted 20,00,000 equity shares of Face
Value of H 10/- each, offered by ARIFSC, by way of Right
Issue amounting to H 2,00,00,000/-.

The Company has been allotted 20,00,000 equity shares
of Face Value of H 10/- each by ARIFSC on 17^th November,
2025 by way of Right Issue. Pursuant to the aforesaid
allotment of shares, the total shareholding of the
Company in ARIFSC is 1,14,27,600 (1 Equity share held
by Mr. Pradeep Navratan Gupta as a nominee of ARSSBL)
equity shares of Face Value of H 10/- each i.e. 100% of
equity share capital in ARIFSC.

Performance and Financial Position of the Subsidiary

During the year under review, total revenue of ARIFSC for
Financial year 2025-26 was H 66.62 lakhs as compared to
revenue earned of H 212.41 lakhs in the previous year.

Pursuant to Section 129(3) of the Companies Act, 2013
read with Rule 5 and 8(1) of the Companies (Accounts)
Rules, 2014, a Report on the performance and financial
position of the wholly owned subsidiary is included in the
Consolidated Financial Statement and their contribution
to the overall performance of the Company, is provided in
Form AOC-1 under "Annexure-1” and forms an integral part
of this Annual Report.

The Company monitors the performance of its
Subsidiary Company, inter alia, by the following means:

• Quarterly review of financial statements and key
financial indicators of the subsidiary by the Company’s
Audit Committee;

• Minutes of the Board Meetings of the Subsidiary
Companies are placed before the Company’s
Board regularly;

• Reviewing of significant transactions and
arrangements entered into by the subsidiary by
placing before the Company’s Board;

• Presenting before the Company’s Board on business
performance of the Subsidiary of the Company.

9. CONSOLIDATED FINANCIAL STATEMENT

As per Section 129 of the Companies Act, 2013 read with
the Rules made thereunder (as amended from time to
time) and all other applicable provisions, the Consolidated

Financial Statements of the Company for the financial
year. 2025-26 have been prepared in compliance with
applicable Indian Accounting Standards and on the basis
of the Audited Financial Statements of the Company
and its Subsidiary, as approved by the respective Board
of Directors ("the Board”). The Consolidated Financial
Statements together with the Auditors’ Report forms
integral part of the Annual Report.

10. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing
Regulations, the Board has approved and adopted the
Dividend Distribution Policy ("Policy”) and the said
policy is also uploaded on the website of the Company
athttps://anandrathi.com/investors/Policies/Dividend-
Distribution-Policy.pdf.

Based on the Company’s performance and keeping in
mind the shareholder’s interest, the Board of Directors
at its meeting held on 14^th April, 2026, recommended a
final dividend @100% H 5/- per equity share of the face
value of H 5/- each fully paid-up for the financial year
ended 31^st March, 2026. The recommendation is subject
to approval of the Members at the ensuing 35^th Annual
General Meeting ("AGM”). The dividend so recommended
is in accordance with the Dividend Distribution Policy.

The dividend, if approved at the ensuing AGM, will be paid
within 30 (thirty) days from the date of the AGM to those
Members whose names appear in the Register of Members
maintained by the Registrar and Share Transfer Agents /
Beneficial Owners maintained by the depositories as
on the book closure date stated in notice convening the
ensuing 35^th AGM.

Pursuant to the provisions of the Income-tax Act, 2025,
dividends paid or distributed by the Company shall be
taxable in the hands of the Members. The Company shall
accordingly deduct tax at source ("TDS”) at the applicable
rates at the time of payment of dividend, in accordance
with the provisions of the Income-tax Act, 2025 and the
rules made thereunder.

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY.

There were no material changes or commitments
affecting the financial position of the Company that
occurred between the end of the financial year to which
these financial statements relate and the date of this
Board’s Report.

12. MAINTENANCE OF COST RECORDS AND COST
AUDIT

The Company is engaged in carrying on stock broking
and related activities. Accordingly, the provisions relating
to maintenance of cost records and the requirement
of cost audit, as prescribed under Section 148(1) of the

Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014, are not applicable to the Company.

13. CREDIT RATING

The details of credit ratings obtained from Credit Rating
Agencies during the financial year ended 31^st March, 2026
are covered in the Corporate Governance Report.

14. TRANSFER TO RESERVES

During the year under review, the Board of Directors of
the Company has decided to transfer H 274.50 million in
Debenture Redemption Reserve and balance profit was
retained under Retained Earnings.

15. SHARE CAPITAL

As on 31^st March, 2026, the Authorized Share Capital of
the Company is H 33,00,00,000/- (Rupees Thirty Three
Crore only) divided into 6,55,00,000 (Six Crore Fifty Five
Lakhs) Equity Shares of H 5/- (Rupees Five only) each and
5,00,000 (Five Lakhs) Redeemable Preference Shares of
H 5/- (Rupees Five only) each.

Issue of Equity Shares pursuant to exercise of ESOPs:

During the year under review, the Company vide the
resolution passed by Nomination and Remuneration
Committee on 26^th July, 2025, has allotted 3,59,150 (Three
Lakh Fifty Nine Thousand One Hundred and Fifty) Equity
Shares having face value of H 5/- (Rupees Five only) each
to the eligible employees upon exercise of the vested
Options granted to the said Employees under Employee
Stock Option Schemes 2023 ("ESOP Scheme 2023”)
of the Company.

Fresh issue of Equity Shares of fully paid-up pursuant
to Initial Public Offer:

Further, during the year under review, 1,80,10,692 (One
Crore Eighty Lakhs Ten Thousand Six Hundred and
Ninety- Two) equity shares each bearing face value of
H 5/- (Rupees Five Only) aggregating to a value of
H 7,450.00 million (Rupees Seven Thousand Four Hundred
and Fifty Million only) were listed on BSE Limited and
National Stock Exchange of India Limited (together known
as "Stock Exchanges”) on 30^th September, 2025, through
Initial Public Offer (Fresh Issue only), pursuant to Initial
Public Offer as approved by the Board of Directors in their
meeting held on 15^th October, 2024. The funds received
pursuant to Public Issue, have been utilised for the objects
stated in the prospectus, towards funding long-term
working capital requirements of the Company and general
corporate purposes.

Consequent to the ESOP Allotment and Initial Public Offer,
the issued, subscribed, and paid up share capital of the
Company as at 31^st March, 2026 stood at H 31,36,26,250/-
(Rupees Thirty One Crores Thirty Six Lakhs Twenty Six
Thousand Two Hundred and Fifty only) divided into
6,27,25,250 (Six Crores Twenty Seven Lakhs Twenty Five

Thousand Two Hundred and Fifty) Equity Shares of the
face value of H 5/- (Rupees Five only) each.

Sr. no	Particular	Number of Equity Shares
1	Issued, subscribed, and paid up Share Capital at the beginning of the year, i.e. 01st April, 2025	4,43,55,408
2	Add: Allotment of equity shares to employees pursuant to exercise of options granted under ESOP Scheme 2023	3,59,150
3	Add: Fresh issue of Equity Shares of fully paid-up pursuant to Initial Public Offer	1,80,10,692
4	Issued, subscribed, and paid-up Share Capital at the closing of the year i.e. 31st March, 2026	6,27,25,250

16. MATERIAL EVENTS DURING THE YEAR

LISTING OF EQUITY SHARES OF THE COMPANY:

During the period under review, the Company got listed on
stock exchange(s) through Initial Public Offer ("IPO”) for
total 1,80,10,692 (One Crore Eighty Lakhs Ten Thousand
Six Hundred and Ninety- Two) Equity Shares (Fresh
Issue) aggregating to of H 7,450.00 million (Rupees Seven
Thousand Four Hundred and Fifty Million only).

The issue price was H 414/- (Rupees Four Hundred and
Fourteen Only) per share including the premium of H 409/-
(Rupees Four Hundred and Nine Only) per equity share.

The above-said equity shares were allotted in the
following manner:

a. 53,26,086 Equity shares were allotted to

Anchor Investors;

b. 35,50,724 Equity Shares were allotted to Qualified
Institutional Buyers (except Anchor Investors);

c. 26,63,044 Equity Shares were allotted to HNI / Non¬
Institutional Bidders; and

d. 62,13,769 Equity Shares were allotted to Retail
Individual Bidders.

e. 2,57,069 Equity Shares were allotted to

Eligible Employees of the Company under
Employee Reservation.

The equity shares of the Company were listed on the Stock
Exchanges viz., National Stock Exchange of India Limited
and BSE Limited w.e.f. 30^th September, 2025.

The Board is gratified and humbled by the faith shown
in the Company by its members. The Board also places
on record its appreciation for the support provided by
various Authorities, Book Running Lead Managers, Stock
Exchanges, Depositories, Counsels, Consultants, Auditors,
other intermediaries and employees of the Company for
making the IPO of the Company a grand success.

17. EMPLOYEE STOCK OPTION SCHEME

The ARSSBL Employee Stock Option Plan 2023 ("ESOP
Scheme 2023”), was formulated pursuant to the resolution
passed by the Board of Directors in its meeting dated 23^rd
November, 2023, which was subsequently approved by the
Shareholders in their meeting held on 15^th December, 2023
with a maximum pool of 20,20,000 options.

During the year under review, pursuant to the
recommendation of the Nomination and Remuneration
Committee and Board, the Employee Stock Option Scheme
2023 ("ESOP Scheme 2023”) was amended vide special
resolution dated 01^st July, 2025 whereby the ESOP pool
under the Scheme was increased from 20,20,000 stock
options to 22,20,000 stock options.

Further, the ESOP Scheme 2023 is in compliance with
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB&SE Regulations”) and other
applicable SEBI Circulars, issued from time to time.A
certificate from the Secretarial Auditor, viz., Compliance
Certificate pursuant to Regulation 13 of SEBI SBEB&SE
Regulations confirming that the scheme has been
implemented, will be placed at the ensuing AGM for an
online inspection by the Members.

A statement containing the relevant disclosures pursuant
to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014, and Regulation 14 of the SEBI
SBEB&SE Regulations for the financial year ended on
31^st March, 2026 can be accessed on the website of the
Company athttps://anandrathi.com/investors(Annual
Report - 2025-26 tab).

18. DEBENTURES

During the year under review, the Company in compliance
with applicable provisions of the Companies Act, 2013
and the Debenture Trust Deed, allotted 2,745 Secured,
Redeemable Non-Convertible Debentures ("NCDs”) through
Private Placement having face value of H 1,00,000/- (Rupees
One Lakh Only) each in various tranches to the investors
identified by the Debenture Allotment and Redemption
Committee of the Board of Directors aggregating to
H 27,45,00,000/- (Rupees Twenty Seven Crores Forty
Five Lakhs only).

Further, during the year under review, the Company had
redeemed and paid off (i.e. on maturity and voluntary

redemption request) 8,812 (Eight Thousand Eight Hundred
and Twelve) Secured, Redeemable Non-Convertible
Debentures aggregating to H 1,08,73,00,000/- (Rupees
Hundred and Eight Crores Seventy Three Lakhs only).

Accordingly the aggregate outstanding Secured,
Redeemable Non-Convertible Debentures as on 31^st March,
2026 is H 55,50,00,000/- (Rupees Fifty Five crores Fifty
Lakhs only). All issuances and redemptions were carried
out in accordance with the Companies Act, 2013, the
Debenture Trust Deed, and other applicable statutory and
regulatory requirements.

19. COMMERCIAL PAPERS

During the year under review, the Company has issued
3,000 (Three Thousand) Commercial Paper ("CP”) having
face value of H 5,00,000/- (Rupees Five Lakhs Only) each
(in various tranches) aggregating to H 1,50,00,00,000/-
(Rupees One Hundred and Fifty Crores only) as short term
borrowing instruments, which were listed on the National
Stock Exchange of India ("NSE”).

Out of the total borrowings through Commercial Paper,
the outstanding amount of listed CP is H 50,00,00,000/-
(Rupees Fifty Crores only). Further, the Company has made
timely re-payment of its CPs matured during the year.

Details of CPs issued, allotted, listed and matured during the year are as mentioned below:

ISIN No.	No. of CP Issued / allotted	Face Value	Listing Date	Maturity Date	Status as on 31st March, 2026
INE549H14016	1000	5,00,000	14th July, 2025	06th January, 2026	Matured
INE549H14032	1000	5,00,000	06th February, 2026	06th March, 2026	Matured
INE549H14024	1000	5,00,000	24th November, 2025	20th May, 2026	Open

20. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business being
carried out by the Company during the year under review.

21. DEPOSITS

During the year under review, the Company has not
accepted or renewed any deposit within the meaning of
Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 (as amended
from time to time). Further there were no outstanding
deposits within the meaning of Sections 73 and 74 of the
Act read with the Companies (Acceptance of Deposits)
Rules, 2014 (as amended from time to time) at the end of
financial year 2025-26.

22. ANNUAL RETURN

Pursuant to the requirement under Section 92(3),
134(3)(a) of the Companies Act, 2013 and read with Rule
12 of Companies (Management and Administration)
Rules, 2014, the annual return of the Company in the form
MGT-7 for the financial year 2025-26 is available on the
website of the Company athttps://anandrathi.com/
investors(Annual Return tab). The Annual Return will
be submitted to the Registrar of Companies within the
timelines prescribed under the Act.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year
under review, as stipulated under Regulation 34 of the
SEBI Listing Regulations is presented in a separate section
forming part of this Annual Report.

24. BOARD, COMMITTEES OF THE BOARD & KEY
MANAGERIAL PERSONNEL

COMPOSITION OF THE BOARD

The Company is in compliance with the provisions of
Section 149 and 152 of the Companies Act, 2013 ("the
Act”) and Regulation 17 of the SEBI Listing Regulations
(as amended from time to time). As on 31^st March, 2026,
the Company has 8 (eight) Directors in its Board and the
composition of the Board is as follows:

Category	Name of the Director(s)
Chairman and Managing Director	Mr. Pradeep Navratan Gupta
Whole-time Directors	Mr. Roop Kishor Bhootra
	Mr. Vishal Jugal Laddha
Non-Executive Non¬ Independent Director	Mrs. Priti Pradeep Gupta
Non-Executive	Mrs. Sudha Pravin Navandar
Independent Director	Mr. Sureshkumar Mannalal Kakani
	Mr. Suresh Kishinchand Khatanhar
	Mr. Vijay Kumar Agarwal

The Chairman of the Board is the Managing Director of the
Company. The Chairman and Managing Director is also a
Promoter of the Company and, in his executive capacity,
is responsible for the day-to-day management of the
Company, subject to the overall supervision, control, and
guidance of the Board.

The Company maintains an optimal balance of Executive
and Non-Executive Directors, including Independent
Directors and a Woman Director. In compliance with

Regulation 17 of the SEBI Listing Regulations, not less
than 50% (fifty percent) of the Board comprises Non¬
Executive Directors, thereby ensuring an appropriate
balance between executive management and
independent oversight.

The details of the tenure of directors, areas of expertise
and other details are available in the Corporate Governance
Report which forms part of this Annual Report.

During the year under review, Mrs. Priti Pradeep Gupta
(DIN: 00030350) was re-designated from Executive Director
to Non-Executive Director of the Company pursuant to
Board Resolution dated 26^th July, 2025 with effect from
08^th July, 2025.

Further, the Board at its Meeting held on 26^th February,
2026, based on the recommendation of the Nomination
and Remuneration Committee ("NRC”) and approval of
Audit Committee ("AC") for remuneration payable, approved
the re-appointment of Mr. Pradeep Navratan Gupta (DIN:
00040117) as the Managing Director of the Company for
a term of three consecutive years commencing from 01^st
March, 2026 up to 28^th February, 2029 (both days inclusive)
which was subsequently approved by the shareholders
through e-voting by postal ballot on 31^st March, 2026.

Furthermore, the Board at its Meeting held on 14^th April,
2026, based on the recommendation of the Nomination
and Remuneration Committee ("NRC”), approved the re¬
appointment of Mr. Roop Kishor Bhootra (DIN: 00033180)
and Mr. Vishal Jugal Laddha (DIN: 00033628) as the
Whole Time Director of the Company for a term of three
consecutive years commencing from 15^th November, 2026
up to 14^th November, 2029 (both days inclusive), subject
to approval of the shareholders in the ensuing 35^th Annual
General Meeting.

The terms and conditions of appointment of Independent
Directors are available on the website of the Company
at Terms-of-Appointment-and-Re-appointment-of-
Independent-Directorspdf. The Directors on the Board are
persons with proven competency, integrity, experience,
leadership qualities, financial and strategic insights. They
have a strong commitment to the Company and devote
sufficient time to the Meetings.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In terms of Section 152 of the Companies Act, 2013,
Mr. Vishal Jugal Laddha (DIN: 00033628) retires by
rotation at the forthcoming 35^th Annual General Meeting
("AGM”) and being eligible for re-appointment has offered
himself for re-appointment. In compliance with Secretarial
Standard-2, the brief resume, expertise and other details of
Mr. Vishal Jugal Laddha is given in the notice convening this
AGM. Based on the recommendations of the Nomination
and Remuneration Committee of the Company, the Board
has recommended his re-appointment for the approval of
the shareholders, in the ensuing 35^th AGM of the Company.

MEETINGS OF BOARD OF DIRECTORS AND
COMMITTEES:

During the year under review, the Board met 10 (ten)
times. The interval between 2 (two) consecutive meetings
were well within the maximum gap of 120 (one hundred
and twenty) days as prescribed under Section 173(1) of
the Act. The Board meetings are usually held in Mumbai
where registered office of the Company is situated. As
permitted under Section 173(2) of the Act read with Rule
3 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the facility to participate in the meetings
through video conferencing is also made available to the
Board members.

The details including composition, attendance etc., are
included in the Corporate Governance Report

COMMITTEES OF THE BOARD:

The following are the Committees of the Board:

a. Audit Committee ("AC”)

b. Nomination and Remuneration Committee ("NRC”)

c. Stakeholders’ Relationship Committee ("SRC”)

d. Corporate Social Responsibility Committee ("CSR”)

e. Risk Management Committee ("RMC”)

A detailed overview of the composition, terms of reference,
meetings held and attendance of members are provided
in the Corporate Governance Report, which forms part of
this Report. The composition and terms of reference of
all the Committees of the Board of the Company are in
accordance with the applicable provisions of the Act and
SEBI Listing Regulations.

Declaration by Independent Directors

All Independent Directors have submitted the declaration
of independence, pursuant to the provisions of Section
149(7) of the Act and Regulation 25(8) of the SEBI
Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act
and Regulations 16(1)(b) of the SEBI Listing Regulations
and they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could
impair or impact his/ her ability to discharge his/her duties
with an objective independent judgment and without any
external influence.

In the opinion of the Board, the Independent Directors
are competent, experienced, proficient and possess the
necessary expertise and integrity to discharge their duties
and functions as Independent Directors In compliance
with Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, the Independent Directors of the Company
have undertaken requisite steps towards the inclusion
of their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
(IICA). Further, all the Independent Directors. have passed

the online proficiency self-assessment test conducted by
IICA except those who have been exempted in compliance
with the provisions of this Act.

The Independent Directors have complied with the Code of
Conduct prescribed under Schedule IV of the Companies
Act, 2013 and the declaration in respect of the same had
also been submitted by them.

Further, none of the Company’s Directors are disqualified
from being appointed as a director as specified in Section
164 of the Act. All Directors have further confirmed that
they are not debarred from holding the office of a director
under any order from SEBI or any other such authority.

Key Managerial Personnel

As at 31^st March, 2026, the Company has the following Key
Managerial Personnel:

1) Mr.Pradeep Navratan Gupta - Managing Director (re¬
appointed w.e.f. 01^st March, 2026 for a period of 3
consecutive years)

2) Mr.Roop Kishor Bhootra - Whole Time Director

3) Mr.Vishal Jugal Laddha - Whole Time Director

4) Mr.Tarak Kumarpal Shah - Chief Financial Officer

5) Mr.Chetan Prajapati - Company Secretary &
Compliance Officer

During the period under review, apart from the aforesaid,
there were no changes in the Key Managerial Personnel
of the Company.

25. BOARD EVALUATION

The Nomination and Remuneration Committee ("NRC”) has
formulated and approved a policy for the evaluation of the
performance of the Board, its Committees, and individual
Directors, which has also been approved by the Board
of the Company. The evaluation framework is designed
to assess the effectiveness of the Board’s functioning,
the performance of its Committees, and the contribution
of Individual Directors in discharging their roles and
responsibilities.

Pursuant to the provisions of the Companies Act, 2013
("the Act”) read with the Rules made thereunder and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulation”), the Board of
Directors, on the recommendation of the NRC, has carried
out an annual evaluation of its own performance, that of its
Committees, and individual Directors for the financial year
ended 31^st March, 2026.

The performance evaluation framework was designed to
assess the effectiveness of the Board and its Committees
in discharging their responsibilities, as well as the
contribution of each Director. The evaluation of Directors
was based on various parameters, including, inter alia:

• Level of participation and engagement in Board and
Committee Meetings;

• Quality and value of inputs provided to the executive
management, particularly on strategic and capital
market-related matters;

• Understanding of the Company’s business, including
stock broking operations, regulatory environment,
and risk management practices;

• Familiarization with the Company’s operations,
subsidiaries, and evolving industry dynamics;

• Adherence to governance standards and
regulatory compliance.

The evaluation process also included a separate
assessment of the Independent Directors, including a
meeting of Independent Directors without the presence of
Non-Independent Directors and members of management.

The Board of Directors and NRC has carried out an annual
performance evaluation of its own performance, that of
its Committees and Individual Directors. The evaluation
was conducted in their meeting held on 14^th January, 2026
on the basis of a structured questionnaire considering
various criteria such as composition, strategic inputs, risk
oversight, decision-making quality and engagement.

The Board and NRC was satisfied with the overall
effectiveness of its functioning, its Committees, and the
Individual Directors.

Additionally, a meeting of the independent directors of
the Company was held on 14^th January, 2026 without the
presence of non-independent directors and members of
the Management. During this meeting, the independent
directors reviewed the performance of non-independent
directors, the Chairman and various Committees of
the Board. They also assessed the quality, quantity
and timeliness of the flow of information between the
Management and the Board. The independent directors
expressed their satisfaction regarding the overall
functioning of the Board and its Committees for the
financial year 2025-26.

The Board Evaluation policy is available on the website
of the Company athttps://anandrathi.com/investors/
Policies/Board Evaluation Policy.pdf.

>6. FAMILIARIZATION PROGRAMME FOR THEINDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”), the
Company has framed a ''Policy on Familiarization
Programmes for Independent Directors’ and the same
is uploaded on the website athttps://anandrathi.com/
investors/Policies/Policy-on-Familiarisation-Programme-
for-Independent-Directorspdf.

Accordingly, upon appointment of an Independent Director,
the appointee is given a formal Letter of Appointment,
which inter-alia explains the role, function, duties and
responsibilities expected as a Director of the Company.
Further, Independent Directors are familiarized with the
Company, their roles, responsibilities in the Company,
nature of industry in which the Company operates, business
model of the Company, various businesses in the group
etc. The Directors are provided with necessary documents,
reports and internal policies to enable them to familiarise
with the Company''s procedures and practices from time
to time. Periodic presentations are made at the Board
and Committee meetings on business and performance
updates of the Company including finances, sales,
marketing of the Company''s major business segments,
overview of business operations, business strategy and
risks involved. The Managing Director and CFO also engage
in one-on-one discussion with newly appointed Directors to
familiarize them with the Company''s operations. The Board
members are timely updated regarding important regulatory
amendments applicable to the Company. The details of the
Familiarization Programmes are available on the website
of the Company athttps://anandrathi.com/investors/
Policies/Familiarization of Independent Directorspdf.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Directors to the best of their knowledge, belief, ability
and explanations obtained by them, confirm that:

i) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

ii) such accounting policies have been selected 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 the financial year ended
31^st March 2026;

iii) proper and sufficient care have been taken 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 regularities;

iv) the annual accounts are prepared on a going
concern basis;

v) they have 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) proper systems have been devised to ensure
compliance with the provisions of all applicable

laws and that such systems were adequate and
operating effectively.

28. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments
made, guarantees given and securities provided along with
the purpose for which the loan or guarantee or security is
proposed to be utilised as per Section 186 of the Act are
provided in the standalone financial statements. (Please
refer to Notes of the standalone financial statements)

29. AWARDS

During the year under review, the Company was certified
as a "Great Place to Work” for the fifth consecutive year,
reflecting its continued commitment to fostering a positive
workplace culture and reinforcing its focus on employee
engagement, trust, and organizational values.

30. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Board has approved the policy on transactions
with related parties ("RPT Policy”) based on the
recommendation of the Audit Committee ("AC”). In
accordance with the requirements of the Companies Act,
2013, and the SEBI Listing Regulations, the Company
has formulated the Policy on Related Party Transaction
to ensure that appropriate reporting, approval, and
disclosure mechanisms are in place for all transactions
between the Company and its related parties. The RPT
Policy is available on the Company’s website athttps://
anandrathi.com/investors/Policies/Policy on Related
Party Transaction.pdf

During the financial year under review, all transactions
entered into by the Company with related parties were
undertaken in the ordinary course of business and on
an arm’s length basis, in compliance with the applicable
provisions of the Companies Act, 2013 and rules framed
thereunder, the SEBI Listing Regulations, and the Company’s
Policy on Related Party Transactions.

In accordance with the provisions of the Act and the SEBI
Listing Regulations, all related party transactions were
placed before the Audit Committee for its prior approval.
For transactions which are repetitive in nature or entered
into in the ordinary course of business, omnibus approvals
were obtained from the Audit Committee in accordance
with the criteria approved by the Board and the applicable
regulatory framework. A statement containing details of all
related party transactions entered into pursuant to such
omnibus approvals was placed before the Audit Committee
on a quarterly basis for its review and noting.

The Company has established adequate internal control
mechanisms and processes to monitor related party
transactions and ensure that such transactions are
undertaken with appropriate approvals and in compliance

with the applicable laws, accounting standards and internal
policies. The Audit Committee periodically reviews the
effectiveness of the controls and governance framework
relating to related party transactions.

During the period under review, the Company has not
entered into any contracts/ arrangements/ transactions
with related parties which qualify as material in accordance
with the Policy of the Company on materiality of related
party transactions and hence there is no information
to be provided in Form AOC-2 as required under
Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014..

The details of related party transactions entered into by
the Company during financial year 2025-26 are disclosed
in Note No. 39 of the Standalone Financial Statements
forming part of the Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY ("CSR'''')

In accordance with the requirements of the provisions of
Section 135 of the Act, the Company has constituted a
Corporate Social Responsibility ("CSR”) Committee. The
composition and terms of reference of the CSR Committee
are covered in the Corporate Governance Report.

The Company has also formulated a CSR policy in
accordance with the requirements of the Act containing
details specified therein. The CSR Policy is available
on the website of the Company athttps://anandrathi.
com/investors/Policies/Policy-on-Corporate-Social-
Responsibility.pdf.

The Company remains steadfast in its commitment
to sustainable and inclusive development through its
Corporate Social Responsibility ("CSR”) initiatives.
Guided by its vision of creating long-term social value, the
Company continues to undertake focused interventions
in the areas of education, healthcare, community
development and other socially relevant causes, with an
emphasis on improving the quality of life of underserved
and vulnerable sections of society.

The Company’s CSR programmes are designed and
implemented through a purpose-driven and impact-
oriented approach, with a focus on scalability, inclusivity
and measurable outcomes. Through its initiatives in
education, health and medical support, skill development,
and community welfare, the Company seeks to contribute
meaningfully towards social transformation and
nation-building.

The Company follows a robust governance and
accountability framework for monitoring and evaluating
CSR projects and programmes to ensure effective utilisation
of resources and achievement of intended objectives. The
emphasis on purpose-based accountability and measurable
social impact reflects the Company’s commitment to
creating shared value for all stakeholders while aligning its

CSR efforts with national development priorities and the
principles of responsible corporate citizenship.

An Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 (as amended from time to time) has been appended
as "Annexure-2” to this Board’s Report.

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information as stipulated under section 134(3)(m)
of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and
technology absorption are as follows:

a) Conservation of Energy:

The Company is primarily engaged in financial services
activities (stock broking) and its operations are not
energy intensive in nature. Accordingly, the provisions
relating to conservation of energy as prescribed
under Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 are
not applicable to the Company. Consequently, the
disclosure requirements pertaining to conservation of
energy are not applicable and no separate annexure
in this regard forms part of this Board’s Report.

b) Technology Absorption:

The Company continues to place significant emphasis
on leveraging technology and digital innovation to
strengthen its business operations, enhance customer
experience and improve operational efficiency.
The management remains continuously abreast of
technological advancements and emerging trends in
the financial services industry and has adopted best-
in-class technology solutions across its businesses,
operations and support functions.

The Company is focused on accelerating its technology
and digital transformation initiatives on a continuous
basis with the objective of building agile, scalable and
customer-centric platforms. It remains committed
to delivering a seamless and enhanced customer
experience across various digital touchpoints through
the adoption of advanced digital capabilities, data-
driven solutions and process automation.

Further, the Company continues to strengthen and
enhance its in-house technology capabilities to
support business growth, improve service delivery
and maintain operational resilience in an increasingly
digital environment. The focused approach towards
technology adoption and digital enablement enables
the Company to drive innovation, improve productivity
and create long-term value for stakeholders.

c) Foreign Exchange Earnings and Outgo:

The details of foreign exchange earnings in terms
of actual inflows and the foreign exchange outgo in
terms of actual outflow of the Company during the
Financial Year ended 31^st March, 2026 are as under:

Particulars	Amount
	(In Millions)
Foreign exchange earnings	1.43
Foreign exchange expenditure / outgo	30.45

33. RISK MANAGEMENT

Risk is an inherent and integral part of business
operations. While risks cannot be entirely eliminated, a
robust risk management framework enables the Company
to identifinancial year, assess, mitigate and monitor risks
effectively, thereby minimizing potential adverse impact
on the business and protecting stakeholder interests.

The Company recognizes the significance of a
comprehensive Risk Management ("RM”) framework and
has undertaken proactive measures towards establishing
an integrated and enterprise-wide risk management
culture. In this regard, the Company has formulated a
Risk Management Policy which provides the guiding
framework for identification, evaluation, mitigation and
continuous monitoring of risks across various business
and functional areas. It covers a broad spectrum of risks,
including Strategic Risk, Market Risk, Financial Risk,
Fraud Risk, Legal Risk, Regulatory Risk, Operational Risk,
Reputational Risk, ESG Risk, Technology Risk, Cyber/
Information Risk, and Third-Party Risk.

Further, the Company, being a Qualified Stock Broker
("QSB”) in terms of the SEBI Circular bearing reference
no. SEBI/HO/MIRSD/MIRSD-PoD-1 /P/CIR/2023/24 dated
February 6, 2023, has adopted a separate, well-defined
and comprehensive Risk Management Framework.
The framework, inter alia, encompasses identification
and assessment of material risks associated with
the Company’s operations, analysis of root causes,
implementation of preventive and corrective measures,
early identification and mitigation of emerging risks,
assessment of the potential impact of risk events on the
Company’s operations and assignment of accountability
and responsibility to the concerned functional heads.

The Company follows a structured and systematic
approach to risk management, which includes
identification and categorization of risks, assessment of
their likelihood and impact, evaluation of existing controls
and implementation of additional mitigation measures,
wherever necessary. Residual risks are monitored through
appropriate Key Risk Indicators ("KRIs”) and periodic
review mechanisms.

In compliance with the applicable provisions of the
SEBI Listing Regulations, the Board has constituted a
Risk Management Committee. The composition of the
Committee is in conformity with the requirements of the
SEBI Listing Regulations, with a majority of the members
comprising Directors of the Company. Details relating
to the composition of the Committee and its terms of
reference are provided in the Corporate Governance
Report forming part of the Annual Report.

The Risk Management Committee is, inter alia, responsible
for reviewing and monitoring the Company’s risk
management framework, risk assessment and mitigation
processes and risk management plans on a periodic
basis. The Committee also evaluates the adequacy and
effectiveness of the risk management systems and
reports its observations and recommendations to the Audit
Committee and the Board, as appropriate.

Based on the assessment carried out by the management
and periodic reviews undertaken by the Risk Management
Committee and the Board, the Board is of the opinion
that there are no material risks or uncertainties that may
threaten the existence or continuity of the Company.

34. INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate
Internal Financial Controls ("IFCs”) commensurate with
the size, scale and complexity of its operations. The IFC
framework is designed to provide reasonable assurance
with regard to the orderly and efficient conduct of business
operations, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records and the timely preparation of reliable
financial information in compliance with the applicable
accounting standards, statutory requirements and
regulatory framework.

The Company’s internal financial control systems are
supported by well-defined policies, standard operating
procedures, delegation matrices, process controls
and continuous monitoring mechanisms to ensure
operational effectiveness and financial discipline across
the organization.

During the financial year under review, the Internal
Financial Controls were reviewed and assessed and were
found to be operating effectively. The Statutory Auditors
of the Company have also confirmed the adequacy and
operating effectiveness of the Internal Financial Controls
over financial reporting and have not reported any
material weakness or significant deficiency in the design
or operation of such controls. Throughout the year, these
controls have been operating effectively.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY
JUDICIAL BODIES OR REGULATORS

During the year under review, no significant and material
orders have been passed by any Regulator or Court or
Tribunal which could have impact on the going concern
status and the operations of the Company in future.

36. STATUTORY AUDITOR

Pursuant to the provisions of Section 139(2) of the Act
and the rules made thereunder the Members at their
30^th (Thirtieth) AGM held on 22^nd September, 2021, had
appointed M/s. R Kabra & Co. LLP Chartered Accountants
(Firm Registration No. 104502W/W100721) as the
Statutory Auditors of the Company for a first term of
five consecutive years, i.e., from the conclusion of 30^th
(Thirtieth) AGM till the conclusion of the 35^th (Thirty Fifth)
AGM to be held in the year 2026. Thus, the tenure of M/s. R
Kabra & Co. LLP, Chartered Accountants would end at the
conclusion of the ensuing 35^th AGM.

In light of the aforesaid, the Audit Committee and the
Board of Directors of the Company at their respective
meetings held on April 14, 2026 have recommended the
re-appointment of M/s. R Kabra & Co. LLP, Chartered
Accountants (Firm Registration No. 104502W/W100721)
as the Statutory Auditors of the Company for a second
term of five consecutive years, to hold office from the
conclusion of the forthcoming AGM i.e. 35^th (Thirty Fifth)
AGM till the conclusion of the 40^th (Fortieth) AGM, subject
to the approval of the Members at the ensuing 35^th AGM
of the Company.

M/s. R Kabra & Co. LLP have expressed their willingness
to continue as the Statutory Auditors of the Company and
have confirmed that their appointment, if made, will comply
with the eligibility criteria in terms of Section 141(3) of the
Act and RBI regulations. Further, the Statutory Auditors have
confirmed that they have subjected themselves to Peer
Review process by the Institute of Chartered Accountants
of India ("ICAI”) and hold valid certificate issued by the
Peer Review Board of ICAI.

A resolution seeking approval for re-appointment
of Statutory Auditor forms part of this AGM Notice
convening the 35^th AGM.

The Auditors’ Report on the financial statements for
the year under review is unmodified. There has been no
qualification, reservation, adverse remark or disclaimer
given by the Auditors in their report. The notes to the
accounts referred to in the Auditors’ Report are self¬
explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Act.

37. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013
and the provisions of Regulation 24A of the SEBI Listing
Regulations, Ms. Shruti Somani, Practising Company
Secretary (Membership No. 49773), Secretarial Auditor of

the Company had issued Secretarial Audit Report in Form
MR-3 is annexed as "Annexure-3” which forms an integral
part of this Report.

Further, in terms of the provisions of Regulation 24A of
the SEBI Listing Regulations, the Audit Committee and
Board of the Company at their respective meetings held
on April 14, 2026 have recommended the appointment of
Ms. Shruti Somani, Peer Reviewed Practising Company
Secretary (Membership No. 49773, COP 22487) as the
Secretarial Auditor of the Company for a period of 5 (five)
consecutive financial years, i.e.; from financial year 2026¬
27 up to financial year 2030-31, subject to approval of
the Members at the ensuing 35^th AGM of the Company,
to undertake secretarial audit as required under the Act
and SEBI Listing Regulations and issue the necessary
secretarial audit report for the aforesaid period. The brief
profile and the Resolution seeking approval of the Members
for the appointment of Ms. Shruti Somani, Peer Reviewed
Practising Company Secretary (PR NO. 2305/2022), for
a term of 5 years has been incorporated in the Notice
convening the 35^th AGM.

The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the
Institute of Company Secretaries of India ("ICSI”) and hold
valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Audit Report for the year under review
confirming compliance by the Company with the Act
(including circulars issued thereunder) and applicable
regulations and circulars / guidelines / directions issued
by SEBI is appended to the Board’s Report. There is no
adverse remark, qualification, reservation or disclaimer in
the Secretarial Audit Report.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated
February 8, 2019, issued by Securities and Exchange Board
of India, the Company has obtained Annual Secretarial
Compliance Report for the year 2025-26, from Ms. Shruti
Somani, Peer Reviewed Practicing Company Secretary on
compliance with applicable SEBI Regulations and circulars
/ guidelines issued thereunder.

38. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of Companies
Act, 2013 and rules made thereunder, M/s. Shah Kapadia &
Associates, Chartered Accountants (FRN: 132378W) were
appointed as Internal Auditors of the Company to conduct
Internal Audit of the Company.

The periodic reports of the said Internal Auditors are
regularly placed before the Audit Committee along with
the comments of the management on the action taken to
correct any observed deficiencies on the working of the
various departments.

Based on the reports and recommendations of the Internal
Audit function, the Company undertakes timely remedial
measures and strengthens internal controls in the relevant
operational areas.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and as approved by the Central
Government under Section 118(10) of the Act.

40. SUCCESSION PLAN

The Securities and Exchange Board of India ("SEBI”) has
mandated the need for a succession policy pursuant
to Regulation 17(4) of the SEBI Listing Regulations for
ensuring that investors do not suffer due to sudden or
unplanned gaps in leadership.

Succession planning is essential for business continuity
and growth, enabling identification of key roles, talent with
requisite skills, and timely new recruitment, if required.
The Company''s framework assesses factors including
directors'' current tenure, anticipated Board and senior
management vacancies/recruitment, skill gaps, if any and
diversity to ensure seamless transitions.

To support long-term sustainability, a structured
mechanism identifies and develops talent pipelines
for future leadership needs, with the Nomination and
Remuneration Committee ("NRC”) overseeing Board and
senior management succession as per Company policy.

In compliance with the Regulations the Company has also
placed a policy for Succession Planning on the website
of the Company athttps://anandrathi.com/investors/
Policies/Succession Planning Policy.pdf.

41. REPORT ON CORPORATE GOVERNANCE

The Company strives to undertake best Corporate
Governance practices for enhancing and meeting
stakeholders'' expectations while continuing to comply with
the mandatory provisions of Corporate Governance under
the applicable framework of SEBI Listing Regulations.

In compliance with Schedule V of the SEBI Listing
Regulations your Company has annexed a detailed report
pertaining to the Corporate Governance of the Company in
the Annual Report.

Further, a Certificate from M/s. R. Kabra & Co. LLP
Chartered Accountants (Firm Registration No. 104502W/
W100721) Statutory Auditors of the Company confirming
compliance with conditions of Corporate Governance
as stipulated in Regulation 34 read with Schedule V to
the SEBI Listing Regulations is annexed to the Report on
Corporate Governance.

42. CODE OF CONDUCT

Pursuant to the provisions of Regulation 26(3) of the SEBI
Listing Regulations the Company has formed a Code of
Conduct for Board and Senior Management Personnel
of the Company which is uploaded on the website of the

Company athttps://anandrathi.com/investors/Policies/
Code of Conduct for Board and SMPpdf.

The Code reflects highest standard of personal and
professional integrity, honesty and ethical conduct in the
discharge of duties and promote professionalism in the
Company. The Codes have been circulated to the Directors
and Senior Management Personnel and have been duly
complied by them.

43. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, as
amended from time to time, and Regulation 22 of the SEBI
Listing Regulations, the Company has established a Vigil
Mechanism/Whistle Blower Policy.

The Policy provides a structured framework enabling
Directors and employees to report genuine concerns,
grievances, and instances of misconduct, including but
not limited to significant deviations from established
management policies, non-compliance with applicable
laws and regulations, unethical behaviour, fraud, and
inappropriate conduct or practices within the organization.

The Vigil Mechanism is designed to ensure a transparent
and secure environment where concerns relating to
questionable accounting practices, internal controls, or
fraudulent reporting of financial information can be raised
without fear of retaliation. It reinforces the Company’s
commitment to ethical conduct, accountability and
integrity in its operations.

The functioning of the Vigil Mechanism is periodically
reviewed by the Audit Committee to ensure its
effectiveness and responsiveness. It is further confirmed
that no Director or employee has been denied access to the
Audit Committee under this mechanism.

No complaints were received by the Company under the
Whistle Blower Policy during financial year 2025-26.

The Whistle Blower Policy is in compliance with the
requirements of the Companies Act, 2013 and the SEBI
Listing Regulations and is available on the Company’s
website athttps://anandrathi.com/investors/Policies/
Vigil Mechanism Policy.pdf.

44. PARTICULARS OF EMPLOYEES

Disclosure regarding the percentage increase in
remuneration, ratio of remuneration of each Director
and Key Managerial Personnel ("KMP”) to the median
employee remuneration, and other related particulars
in terms of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
as amended from time to time, has been provided in
"Annexure-4” to this Board’s Report.

In accordance with the first proviso to Section 136 of the
Act, the Annual Report and Financial Statements are being
circulated to the Members and other entitled persons
excluding the information relating to employees as required
under Rule 5(2) and 5(3) of the said Rules. The prescribed
details pertaining to employees, including names and
other particulars, are made available for inspection by
Members in electronic mode up to the date of the Annual
General Meeting.

The Board further confirms that the remuneration paid to
the Senior Management personnel of the Company is in

accordance with the Nomination and Remuneration Policy
of the Company.

45. HUMAN RESOURCES AND EMPLOYEE RELATIONS

The number of employees in the Company as at the
end of financial year 2025-26 was 2197 including the
executive directors.

A number of initiatives aimed at improving productivity
and well-being of employees have been implemented over
the past few years.

The breakdown of male, female and transgender employees as on the closure of financial year is as follows:

Employee Category	Male Employees	Female Employees	Transgender Employees Total Permanent Employees
Permanent Staff	1686	511	0 2197

46. DISCLOSURES PERTAINING TO THE SEXUAL
HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has zero tolerance for sexual harassment at
the workplace and has a policy in place and constituted
Internal Committee to deal with complaints relating to
sexual harassment at workplace in compliance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH”) and rules
made thereunder. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy.
The Policy has been widely communicated internally and
is placed on the Company’s intranet portal. The quarterly

report on the complaints, if any, is placed before the Board
for its review.

To ensure that all the employees are sensitised regarding
issues of sexual harassment, the Company conducts
an online POSH Training through the internal e-learning
platform and knowledge community sessions.

The Company has constituted an Internal Complaint
Committee in accordance with Section 4 of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to hear and dispose
of the cases relating to sexual harassments.

1 (one) complaint was received under POSH during the
year under review and the same was resolved.

Details of complaints pertaining to sexual harassment that were filed are as follows:

No of complaints pending resolution as at beginning of Financial year 25-26	No of complaints received during Financial year 25-26	No of complaints resolved during Financial year 25-26	No of complaints pending resolution as at end of Financial year 25-26
0	1	1	0

Further, no complaints were pending for more than 90 days
during the period under review.

47. MATERNITY BENEFITS

Company confirms compliance with the provisions of the
Maternity Benefit Act, 1961, and the rules framed thereunder.
Eligible women employees are provided maternity benefits
in accordance with statutory requirements, including paid
maternity leave and related entitlements. The Company
also extends benefits to commissioning and adoptive
mothers, in line with the Act. These benefits are governed
by established leave policies and supported by appropriate
systems, and internal processes to ensure effective
implementation and statutory compliance.

8. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR.

Based on the recommendation of the Nomination and
Remuneration Committee, the Company has framed a
Nomination and Remuneration Policy covering, inter alia,
the criteria for appointment of Directors, payment of
managerial remuneration, qualifications and attributes
of Directors, criteria for determining independence of
Directors, and other related matters in accordance with
Section 178 of the Act and the applicable provisions of the
SEBI Listing Regulations.

The Nomination and Remuneration Policy of the Company
is available on the Company’s website and can be
accessed athttps://anandrathi.com/investors/Policies/
Nomination-and-Remuneration-Policy.pdf.

49. REPORTING OF FRAUD

During the year under review, an incident was identified
following a Pune based customer complaint regarding,
fraud, cheating, fabrication of documents/electronic
records and other offences in Depository activities (not
in the broking activities), involving off-market transfer of
shares amounting to H 13 crore (approximately) (as on 06^th
February, 2026) from the Demat account of a Pune based
client of the Company and internal investigation confirmed
that the fraud was committed by an unknown individuals in
connivance with the employee/s of Anand Rathi IT Private
Limited, Group Company of Anand Rathi Share and Stock
Brokers Limited.

Subsequently on 16^th March, 2026, the Initial Complaint
was filed with Pune Police station and N.M. Joshi
Police Station basis which the Deccan Police Station,
Pune had registered the First Information Report ("FIR”)
in connection with the said matter. The case is under
investigation with the concerned Regulator.

50. GENERAL / OTHER DISCLOSURES

The Directors confirm that no reporting is required to
be made on the following provisions as the same is not
applicable during the year under review:

a) There were no instances of non-exercising of
voting rights in respect of shares purchased
directly by employees under a scheme pursuant
to Section 67(3) of the Companies Act, 2013 read
with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014;

b) None of the Director or Key Managerial Personnel
are in receipt of remuneration from Holding /
Subsidiary Company;

c) The Company has neither issued any shares with
differential rights as to dividend, voting or otherwise
nor issued any sweat equity shares during the
year under review;

d) There was no application made or any proceeding is
being pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year / at the end
of the financial year;

e) There were no details of difference between amount
of the valuation done at the time of one time
settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof.

f) No amount or shares were required to be transferred
to the Investor Education and Protection Fund.

g) 100.00% share capital of the Company has been
dematerialised.

h) The Company has complied with the applicable
regulations of RBI.

51. ACKNOWLEDGEMENT

The Directors wish to place on record their deep
appreciation for the contribution made by the employees
at all levels without whose hard work and support, the
Company’s achievements would not have been possible.
The Directors also place on record their sincere appreciation
for the continued support extended by the Company’s
stakeholders and trust reposed by them in your Company.
The Director express their sincere gratitude to the Securities
and Exchange Board of India, BSE Limited, National Stock
Exchange of India Limited, Ministry of Finance, Ministry
of Corporate Affairs, Regional Directors, Registrar of
Companies, other government and regulatory authorities,
lenders, financial institutions and the Company’s Bankers
for the ongoing support extended by them.

We are hopeful of receiving your continued support and
cooperation in future as well.

For and on behalf of the Board of Directors of
Anand Rathi Share and Stock Brokers Limited

sd/- sd/-

Pradeep Navratan Gupta Roop Kishor Bhootra

Managing Director Whole time Director

DIN: 00040117 DIN: 00033180