Directors Report of Anand Rathi Wealth Ltd.

Mar 31, 2026

The Directors of your Company have pleasure in presenting the Thirty First Board’s Report together with the Audited Financial
Statements for the Financial Year ("FY”) ended 31 March 2026, setting forth the Company’s financial performance, strategic directions,
and corporate governance framework observed during the year under review.

FINANCIAL PERFORMANCE

The highlights of the standalone financial performance for the Financial Year 2025-26 are presented below:

Particulars	2025-26	2024-25
Total Revenue	1,207.82	943.38
Total Operating Expenses	635.63	514.04
Profit Before Interest, Depreciation, Taxation	572.19	429.34
Interest	15.74	11.49
Depreciation	29.09	20.32
Profit Before Tax	527.36	397.53
Tax Expenses	135.93	102.11
Net Profit for the Year	391.43	295.42
PBT Margin	43.66%	42.14%
Net Profit Margin	32.41%	31.32%

The highlights of the consolidated financial performance for the Financial Year 2025-26 are presented below:

Particulars	2025-26	2024-25
Total Revenue	1,253.11	980.24
Total Operating Expenses	667.32	538.81
Profit Before Interest, Depreciation, Taxation	585.79	441.43
Interest	15.80	11.54
Depreciation	34.14	25.45
Profit Before Tax	535.85	404.44
Tax Expenses	138.68	103.93
Net Profit for the Year	397.17	300.51
Earnings per Share on Equity Shares of ?5/- Each
Basic (in H)	47.84	36.14
Diluted (in H)	47.14	36.14
PBT Margin	42.76%	41.26%
Net Profit Margin	31.72%	30.69%

Key Ratios - Consolidated

	2025-26	2024-25
Return on Equity	46.77%	44.59%
Debt/Equity Ratio	0.02	0.03

FINANCIAL & BUSINESS PERFORMANCE DURING FY 2025-26

Our Company has reported another year of consistent, market-
agnostic performance. For FY26, the Company’s consolidated
revenue stood at ?1,253.11 Crores and reported Profit After Tax
(PAT) was ?397.17 Crores, after considering fair value gains on
investments of ?54.62 Crores, ESOP expenses of ?39.34 Crores,
and the related combined tax effects of ?3.84 Crores.

For better comparability with prior period numbers, excluding
fair value gains on investments, ESOP expenses, and the related
tax impact, consolidated total income stood at ?1,198.49 Crores
as against ?980.24 Crores in the previous year, reflecting a year-
on-year growth of 22.3%. Additionally, PAT for FY26 stood at
?385.73 Crores compared to ?300.51 Crores in FY25, marking a
year-on-year growth of 28.4%. This performance underscores the
Company’s consistency and its ability to navigate challenging
market conditions while maintaining a strong focus on delivering
value to its stakeholders.

FY 2025-26 was a difficult year for Indian equity markets, with
uncertainty and changing investor sentiment weighing on overall
performance. This was reflected in a significant market downturn,
marking the weakest fiscal performance since FY20, with the Nifty
50 declining by 5% and the BSE Sensex falling by over 7%. The year
was further characterized by heightened volatility, sustained FII
outflows, rising crude prices, and geopolitical tensions.

In spite of subdued market conditions, the Company’s consolidated
Assets Under Management (AUM) stood at H93,037 Crores as of
31 March 2026, a year-on-year increase of 21 %. This growth can be
attributed to a robust expansion in client base and the net inflows
evident from 14% increase in active client families to 13,395 as
on 31 March 2026. Furthermore, consolidated net inflows saw an
increase of 7%, reaching H13,457 Crores in FY 2025-26.

We added 21 Relationship Managers (RMs) on a net basis during
FY 2025-26, bringing the total to 401 by the end of the year. Most of
these RMs were promoted from Account Managers, who continue
to be our largest source of RMs and a key competitive strength. For
the full year, regret RM attrition remained below 2%. This highlights
the resilience of the Company’s organisational culture and the
effectiveness of long-term employee engagement strategies.

As part of the Company’s global expansion initiatives, it has
incorporated a wholly owned subsidiary in London, UK, and
obtained authorisation from the Financial Conduct Authority
(FCA) to establish a wealth management business. Additionally,
the Company is in the process of obtaining requisite regulatory
approvals to establish a presence in Bahrain and to commence
operations in GIFT City, India.

INDUSTRY OVERVIEW

Global financial wealth sector continues to expand, supported
by market performance and steady savings accumulation. The
global pool of financial wealth reached $305 trillion in 2024,
an all-time high (Source: BCG Global Wealth Report 2025) with

medium-term growth expected to remain in the mid-single digits.
This expansion has been driven by a combination of market
performance-particularly equities-and steady accumulation of
savings, even as interest rate cycles and geopolitical disruptions
have introduced periodic volatility.

However, a significant portion of this wealth remains outside
professionally managed channels. This under-penetration is
particularly pronounced in emerging markets, where a large
share of assets is held in deposits, physical assets or directly
managed portfolios. This creates a structural opportunity for the
wealth management industry.

India’s household savings behaviour is undergoing a gradual
transformation. While physical assets remain significant, there is
a clear shift towards financial instruments. This transition is not
linear. Cyclical factors continue to influence savings patterns, but
the long-term trend is towards greater financialisation, supported
by rising incomes and improved access to financial products.

India’s household financial wealth has expanded rapidly over the
past decade, rising more than threefold between 2015 and 2025,
but the composition of this wealth has shifted in important ways.
Deposits continue to remain the largest component, though
their share has declined from about 46% to 36%. While absolute
savings in bank instruments have grown steadily, households
are increasingly allocating incremental savings to a broader set
of financial assets.

India’s wealth management industry is entering a structurally
stronger phase, driven less by market cycles and more by
behavioural and institutional shifts. One of the most important
changes underway is the gradual move from do-it-yourself
investing to professionally managed portfolios. While direct
participation in equities has increased, a growing share of
incremental flows is now being channeled through intermediate
products such as mutual funds, portfolio management services
and advisory-led solutions. This transition is prominently visible
in the HNI and UHNI segments, which represent the most
attractive opportunity for the industry not only in India but in the
global context as well. A parallel and equally important driver
has been the sustained push towards investor education. Indian
wealth management industry is one of the fastest growing
globally and at over $5 trillion has become sizable, positioning it
well for sustained and broad-based growth.

BUSINESS OVERVIEW

Anand Rathi Wealth Limited (ARWL) operates with a clear
strategic focus as a pure-play wealth solutions firm. Unlike
diversified financial institutions that combine lending, broking or
investment banking with advisory, ARWL has built a singularly
focused business centered on providing uncomplicated,
transparent, fearless and data driven wealth solutions to ultra¬
high-net-worth (UHNI) and high-net-worth (HNI) clients.

Our company’s approach is fundamentally solution-oriented
rather than product-led. Portfolios for clients are constructed
through a disciplined framework that prioritises asset allocation,
risk calibration and long-term compounding, rather than short¬
term market opportunities.

ARWL’s Private Wealth business is built around a clearly defined
client segment-HNI and UHNI families-with investable
surpluses typically exceeding ?5 Crores. The company manages
clients across different stages of their financial lifecycle, from
wealth creation during peak earning years to preservation and
succession planning in later stages.

Client relationships are characterised by a long-term orientation,
with portfolios constructed around clearly defined financial
goals rather than episodic market opportunities. The average
relationship size has steadily increased over time, reflecting
both rising affluence and ARWLs ability to deepen wallet share.
Importantly, the firm maintains a calibrated client-to-relationship-
manager ratio, ensuring personalised engagement while retaining
scalability. The complexity of client needs-ranging from return
generation to capital preservation and succession planning-is
addressed through a structured framework. This positions ARWL
as a long-term partner rather than a transactional intermediary.

ARWL’s primary investment approach, ''Plan A’, is centered on
mutual funds as the core vehicle for long-term wealth creation.

From a large and fragmented universe, the firm identifies a
select set of funds through a disciplined evaluation process that
emphasises consistency, risk-adjusted performance, and fund
management quality. These funds are integrated into model
portfolios that combine asset allocation and fund selection
into a single framework. This eliminates the need for clients
to navigate multiple categories or make tactical allocation
decisions. Instead, portfolios are constructed to deliver steady
compounding through a coherent, long-term strategy. The result
is a standardised yet flexible approach-capable of maintaining
consistency across clients while adapting to different risk
profiles and investment horizons.

''Plan B’ complements the core portfolio by introducing
structured products aimed at enhancing portfolio stability. These
instruments are selectively deployed to manage downside risk
and provide greater visibility on return outcomes, particularly in
uncertain market environments. While the underlying structures
can be complex, ARWLs approach focuses on outcome-based
communication. Clients are presented with clearly defined
scenarios-covering potential returns, protection levels, and
investment timelines-allowing them to evaluate trade-offs
without engaging with product intricacies. Used judiciously,
structured products serve as a stabilising layer within the
portfolio, balancing the growth orientation of mutual fund
investments with elements of predictability.

OUTLOOK

ARWL’s primary strategic focus remains deepening wallet share
within existing client families while adding new clients in the HNI
and UHNI segments. In parallel, ARWL is investing in specialised
capabilities across areas such as taxation, estate planning, and
product structuring. These capabilities are intended to support
relationship managers in addressing increasingly complex client
needs, thereby enhancing the depth and quality of engagement
without diluting uncomplicated approach with client interactions.

The medium-term outlook for ARWL remains favourable,
supported by structural tailwinds in India’s wealth management
industry, including rising financialisation of savings and
increasing demand for professionals.

Key growth drivers shaping the Company''s long-term growth
roadmap are as follows:

* Penetration in the existing client families.

* Addition of new clients.

* Addition of new relationship managers.

* Return on investments gets added to AUM.

We believe these four growth pillars will drive our growth by 20%
or more annually in net profit.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”), the Company
has formulated and adopted a Dividend Distribution Policy.

The Policy lays down the guiding principles, parameters
and internal factors to be taken into account by the Board
of Directors while recommending or declaring dividends,
including circumstances under which profits may be retained
in the interest of long-term growth, capital adequacy, liquidity
requirements and overall financial prudence. The Dividend
distribution policy is available on the website of the Company:
https://www.anandrathiwealth.in/newpdf/pdf/3dec/
DividendDistributionPolicy.pdf

DIVIDEND

The Company has actively rewarded its shareholders by declaring and disbursing Interim Dividend for FY 2025-26 & Final Dividend
for FY 2024-25 as below:

Sr. No.	Type of Dividend	Amount of Dividend	Record Date	Relevant to Financial Year
1.	Final Dividend	H7/-	09 May 2025	FY 2024-25
2.	Interim Dividend	H6/-	17 October 2025	FY 2025-26

The dividend recommendation is in accordance with the guiding
principles and parameters set out in the Dividend Distribution
Policy of the Company.

In accordance with the resolution passed by the Board
of Directors on 13 October 2025, an Interim Dividend of
H6/- per share was paid to the shareholders of the Company
as on Record date of 17 October 2025. The Shareholders are
requested to confirm the same at the ensuing Annual General
Meeting. Further, subject to the approval of the Members at the
ensuing Annual General Meeting, the Board of Directors of the
Company have recommended Final Dividend of H7/- per equity
share of H5/- each, fully paid-up for the financial year ended
31 March 2026 which shall be paid within the statutory timelines
prescribed under the Companies Act, 2013 (the "Act”) and the
applicable provisions of "SEBI Listing Regulations”.

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.

UNCLAIMED DIVIDEND

As of 31 March 2026, an amount of H3.57 Lakhs towards Dividend
remain unclaimed in the Company’s Unpaid Dividend Accounts.
In the interest of transparency and to facilitate ease of claim,
the Company has published a detailed statement on its website
https://www.anandrathiwealth.in/annual-submission.php.
comprising the names, Depository Participant IDs, Client
IDs, shareholding details, and unclaimed amounts of the
concerned shareholders.

TRANSFER TO RESERVES

The Board of Directors of the company have decided not to
transfer any amount to the reserves for the financial year 2025-26.
This decision is in line with the company’s financial strategy and
prudential approach, ensuring optimal utilization of profits for
business operations, growth initiatives, and shareholder value
creation, while maintaining full compliance with the applicable
provisions of the Act and SEBI Listing Regulations.

CAPITAL EXPENDITURE

During the financial year under review, the Company continued
to invest in capital expenditure programs aimed at strengthening
its operational capabilities and supporting future growth.
The capital investments were primarily towards building
technological infrastructure, enhancing office facilities, and
other business-related assets, in line with the Company’s
strategic objectives.

The Company evaluates its capital expenditure plans carefully
to ensure efficient utilization of resources and long-term value
creation for stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2) of SEBI Listing Regulations,
the Management Discussion and Analysis Report covering
business performance, sectoral outlook, risks, and internal
control adequacy for FY 2025-26 is annexed and forms an
integral part of the Annual Report.

CORPORATE PROFILE & REGULATORY STANDING

Incorporated in 1995, Anand Rathi Wealth Limited (ARWL) is a
leading listed, Non-Bank Wealth Solution Institution in India and
part of the established Anand Rathi Group. The Company has its
Registered Office in Mumbai, Maharashtra, India.

The Equity Shares of the Company are listed on:

• The BSE Limited

• National Stock Exchange of India Limited

ARWL adheres to high standards of transparency, disclosure,
and fiduciary responsibility consistent with listed entity
governance expectations.

AWARDS AND CERTIFICATIONS

• Great Place to Work Certification awarded by Great Place
to Work Institute.

• Diamond Award in the ESG category at the Workplace
Excellence Awards by INFHRA for the Mumbai region.

SHARE CAPITAL

As on 31 March 2026, the Authorised Share Capital of the
Company stands at ?50,00,00,000 (Rupees Fifty Crores only)
and the Paid-up Share Capital of the Company stands at
?41,51,03,170 (Rupees Forty-One Crores Fifty-One Lakhs Three
Thousand One Hundred and Seventy only).

During FY 2025-26, there was no change in the Authorised or
Paid-up Share Capital of the Company.

The Board in its meeting held on 09 April 2026, recommended
issuance of bonus shares in the ratio of 1:1, subject to
shareholders’ approval at the ensuing AGM. Details are provided
in the AGM Notice.

EMPLOYEE STOCK OPTION SCHEMES

The Company has implemented the following Employee Stock
Option Plans (collectively referred to as "the Schemes”) for the
benefit of its eligible employees:

• Employee Stock Option Plan 2017 ("ESOP 2017”)

• Employee Stock Option Plan 2018 ("ESOP 2018”)

• Employee Stock Option Plan 2022 ("ESOP 2022”)

• Employee Stock Option Plan 2025 ("ARWL ESOP - 2025”)

All the aforesaid Schemes were in compliance with the Act and
other applicable laws.

The ARWL ESOP - 2025 scheme is available on the Company’s
website at www.anandrathiwealth.in/company-policies.php
and shall also be available for inspection by the Members at
the ensuing Annual General Meeting through electronic means.
Members may also inspect the same at the Registered Office of
the Company on all working days during business hours up to the
date of the Annual General Meeting, without payment of any fee.

ARWL EMPLOYEES'' STOCK OPTION PLAN - 2025

The Company has implemented an Employee Stock Option
Scheme ("ARWL ESOP - 2025”) and administered by the
Nomination and Remuneration Committee in accordance with the
provisions of the Act, Companies (Share Capital and Debentures)
Rules, 2014 and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEBSE Regulations”).

During the financial year under review:

Sr. No.	Particulars	Details
1.	Options granted	12,40,000 (Twelve Lakhs Forty Thousand)
2.	Options vested	Nil
3.	Options exercised	Nil
4.	The total number of shares arising as a result of exercise of option	Not Applicable
5.	Options lapsed	Nil
6.	The exercise price	H5/-
7.	Variation of terms of options	Not Applicable
8.	Money realized by exercise of options	Not Applicable

Sr. No.	Particulars	Details
9.	Total number of options in force	12,40,000 (Twelve Lakhs Forty Thousand)
10.	Employee wise details of options granted to:
	(a) Key Managerial Personnel	Sr. No.	Name of the KMP	No. of options granted
		1.	Mr. Rakesh Rawal	4,15,000
		2.	Mr. Feroze Azeez	8,25,000
	(b) Any other employee who receives a grant of	Nil
	options in any one year of option amounting to five percent or more of options granted during that year
	(c) Identified employees who were granted option,	Nil
	during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the
	company at the time of grant

The Company confirms that ARWL ESOP - 2025 is in compliance
with the applicable provisions of the SBEBSE Regulations.

The detailed disclosures as required under the said regulations
are available on the website of the Company.

A certificate from the Secretarial Auditors confirming that
the Scheme has been implemented in accordance with the
applicable regulations will be placed before the shareholders at
the ensuing Annual General Meeting.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES

During the Financial Year 2025-26, the Company incorporated
Anand Rathi FME (IFSC) Private Limited as a wholly-owned

subsidiary in GIFT City, Gandhinagar, as a Fund Management
Entity under the IFSCA framework.

The Company does not have any associate company or joint
venture within the meaning of the Companies Act, 2013. There
has been no material change in the nature of business of the
subsidiary during the year.

As on 31 March 2026, the Company does not have any
material subsidiary as per the Policy for Determining Material
Subsidiaries, which is available on the Company’s website at
www.anandrathiwealth.in/company-policies.php.

In accordance with Section 129(3) of the Act, the salient features
of the Financial Statements of the subsidiary company in the
prescribed Form AOC-1 are annexed to this Report as Annexure I.

DETAILS OF SUBSIDIARIES

As at date of this Report, the Company has following Subsidiaries:

1. AR Digital Wealth Private Limited (ARDWPL) - Digital
Wealth (DW) Vertical

Our digital wealth business is an extension of our
established private wealth expertise. The same investment
discipline - uncomplicated, transparent, fearless, data
driven and client-first philosophy that define our Private
Wealth practice now empower our Digital Wealth platform.
In today’s rapidly evolving fintech landscape, technology is
not merely a tool - it is the infrastructure through which
we are scaling trusted, personalised wealth services to a
broader universe of investors. We are streamlining wealth
services strategies to make it more efficient, smart and
accessible for the growing mass affluent segment-
individuals with investible assets between ?10 Lakhs and
?5 Crores. Our distinctive phygital model integrates the
care of personal touch with the speed and convenience
of technology. This ensures that clients not only receive
expert guidance tailored to their goals but also benefit
from seamless digital experiences.

During the year under review, the Company recorded a
growth of 22% year-on-year in Assets Under Management
(AUM), increasing from ?1,812 Crores as on 31 March 2025
to ?2,218 Crores as on 31 March 2026. The client base also
expanded from 6,087 as on 31 March 2025 to 7,106 as on
31 March 2026, reflecting a growth of 17% year-on-year.

Financial performance remained robust, with total
revenue rising from H29.20 Crores in FY 2024-25 to
H38.08 Crores in FY 2025-26. Net profit registered a growth
of 60%, increasing from H3.88 Crores in FY 2024-25 to
H6.22 Crores in FY 2025-26.

2. Ffreedom Intermediary Infrastructure Private Limited
(FIINFRA) - Omni Financial Advisors (OFA) Vertical

The Omni Financial Advisor (OFA) platform is a
flagship strategic initiative of the Company, purpose-
built to empower Mutual Fund Distributors (MFDs) and
Independent Financial Advisors (IFAs/ARN holders) with
a robust, technology-driven digital infrastructure. At its
core, OFA is designed to enable distributors to scale their
business, deepen client relationships, and operate with
greater professionalism, transparency, and efficiency in an
increasingly competitive landscape.

The mutual fund distribution ecosystem in India has long
been constrained by structural limitations. A large majority
of independent distributors continue to operate without
access to adequate digital tools, relying on transaction-led,
low-engagement client servicing models that offer limited
scope for retention or long-term relationship building.
Poor scalability and the absence of structured client
engagement frameworks have further hindered their ability
to grow sustainably. OFA was conceived precisely to bridge
these gaps - equipping MFDs and IFAs with the digital
capabilities they need to thrive in an ever-changing financial
landscape and achieve long-term, sustainable success.

The OFA platform offers a co-branded, mobile-first
experience designed for both the distributor and their end
clients, ensuring seamless accessibility and a consistent
brand identity. The platform delivers end-to-end services
spanning goal-based financial planning, client reporting,
dashboard analytics, online transaction execution, and
client engagement tools - consolidating the entire advisory
and servicing workflow into a single, intuitive interface.
Access to the platform is offered on a subscription basis,
providing MFDs and IFAs with the flexibility and affordability
to adopt digital capabilities without significant upfront
investment. Beyond transactional enablement, OFA equips
distributors with a comprehensive suite of sales and post¬
sales enablement tools and additional product capabilities,
empowering them to evolve from traditional order-execution
intermediaries into full-service financial advisory practices.

Key Platform Features:

OFA’s feature set addresses the full spectrum of a
distributor’s operational and client servicing needs:

• Client Reporting - Clear, Professional portfolio insights
for every client

• Online MF Transactions - Seamless end-to-end
execution, paperless

• Business Dashboard - Real-time AUA, client
activity & revenue view

• Goal Planning - Life-goal anchored financials
advisory conversations

• Client Engagement Tools - Structures communication
workflows that strengthen advisor-client relationships
and drive retention

The OFA platform continued its strong growth trajectory
during FY 2025-26. The number of MFD/IFA subscribers on the
platform grew from 6,447 as on 31 March 2025, to 6,906 as on
31 March 2026, reflecting growing adoption of the Company’s
digital infrastructure among mutual fund distributors and
independent financial advisors across the country.

Platform Clients - representing the end-clients serviced
by these MFDs/IFAs through the OFA platform - increased
from H22.47 Lakhs as of 31 March 2025, to H23.52 Lakhs as
of 31 March 2026. Correspondingly, Platform Assets Under
Management (AUM) the aggregate AUM managed by
MFDs/IFAs on behalf of their clients through the platform
- grew from H1,42,000 Crores as of 31 March 2025, to
H1,47,000 Crores as of 31 March 2026.

These metrics collectively reflect the expanding scale
and deepening engagement of the OFA ecosystem,
underscoring the platform’s growing role as a trusted
digital backbone for mutual fund distribution in India.

3. Freedom Wealth Solutions Private Limited (FWSPL)

Pursuant to a Share Purchase Agreement ("SPA”) executed
during the Financial Year 2025-26, the Company divested

its entire equity stake in its subsidiary, Freedom Wealth
Solutions Private Limited ("FWSPL”).

Accordingly, FWSPL has ceased to be a subsidiary of the
Company with effect from the date of completion of the
transaction i.e. 17 December 2025.

The aforesaid divestment was undertaken as part of the
Company’s strategic review and rationalization of its
business structure, with a view to enhancing operational
efficiency and sharpening focus on its core wealth
solutions business.

The company earned total income of H36.79 Lakhs and PAT
of H27.51 Lakhs (from 01 April 2025 to 17 December 2025).

4. Anand Rathi Wealth (UK) Limited

Anand Rathi Wealth (UK) Limited, incorporated in London,
UK to expand the global footprint in UK market. Accordingly,
the Company is registered with the Registrar of Companies
for England and Wales, UK, as a Wholly Owned Subsidiary
of the Company. The Subsidiary Company has received
authorization as a Non-MiFID Adviser and Arranger from
the Financial Conduct Authority (FCA), UK.

Anand Rathi Wealth Limited (the Holding Company) has
infused capital of GBP 5,00,000/- in the Subsidiary during
the quarter ended 31 December 2025.

The salient features of the financial position of the
Subsidiary are disclosed in Form AOC-1 annexed to this
Report, as required under Section 129(3) of the Companies
Act, 2013. Necessary disclosures under Regulation 30 of
the SEBI Listing Regulations have been duly made to the
Stock Exchange(s) within prescribed timelines.

5. Anand Rathi FME (IFSC) Private Limited

During the year under review, Anand Rathi FME (IFSC)
Private Limited was incorporated on 16 February 2026
as a wholly-owned subsidiary of ARWL. The subsidiary is
established in GIFT City, Gujarat, India, with the strategic
objective of acting as a fund management entity,
specifically to set up and manage Alternate Investment
Funds (AIFs) in compliance with International Financial
Services Centres Authority (IFSCA) Regulations. Being a
wholly-owned subsidiary, the incorporation and funding did
not constitute a related party transaction requiring arm’s
length disclosures. The Company continues to provide
oversight and support to the subsidiary, ensuring alignment
with its regulatory, governance, and operational standards.

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

In compliance with Section 134(3)(m) of the Act, as elaborated
by Rule 8 of the Companies (Accounts) Rules, 2014, we provide
an annual disclosure on key operational aspects, namely energy
conservation, technology absorption, and foreign exchange
earnings and outgo.

Energy Conservation

Your company along with its subsidiaries, primarily offers
financial services-a sector not traditionally associated with
high energy consumption. Despite this, we continuously explore
avenues to reduce our operational carbon footprint, although
the direct impact remains minimal due to the nature of our
business activities.

Technology Absorption and Innovation

We operate on a technology-driven model, encompassing an in¬
house team dedicated to innovation and digital infrastructure.
Our commitment to technology underpins our strategy to
enhance wealth solutions and elevate client servicing through
superior engagement platforms. Each segment of our operation,
from back office processes to client-facing interfaces, is
supported by proprietary technology developed internally using
advanced, scalable frameworks.

The introduction of ''Workstation’, a comprehensive web
and mobile platform for our Relationship Managers (RMs),
exemplifies our innovative approach. This tool not only facilitates
seamless access to client data and transaction capabilities
but also integrates daily internal workflows, such as RM and
specialist collaborations, into a singular digital environment.

Moreover, our investment in a fully cloud-based infrastructure
allows us to scale operations efficiently while maintaining robust
security measures against cyber threats. Current development
efforts are focused on enhancing user autonomy through
advanced self-service options, such as chatbots and analytical
tools, which enable our product teams to refine advisory services
and further enrich client interactions.

Research and Development (R&D)

The Company’s R&D endeavors are concentrated on the
continuous evaluation of financial products, economic trends, and
industry developments. Our dedicated team, comprising over 80
research analysts, works closely with RMs to ensure that insights
are effectively translated into actionable strategies for our clients.

Foreign Exchange Earnings and Outgo

During the financial year under review, the Company recorded
foreign exchange earnings of ?0.40 Lakhs, as compared to nil in
the previous year. However, our foreign exchange expenditure saw
a significant increase to ?49.98 Crores from ?29.94 Crores in the
preceding year, underscoring a heightened activity in global financial
engagements that align with our expanding market strategy.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has constituted a Corporate Social
Responsibility ("CSR”) Committee and adopted a CSR Policy
outlining its approach towards the Company’s Corporate Social
Responsibility initiatives.

The CSR Committee of the Company comprises the following
Directors as on 31 March 2026:

I. Mr. Anand Nandkishore Rathi (DIN: 00112853), Chairman

II. Mr. Pradeep Navratan Gupta (DIN: 00040117), Member

III. Mr. Adesh Kumar Gupta (DIN: 00020403), Member

During the Financial Year 2025-26, the CSR Committee met
2 times. The details of the meetings held and attendance
of members thereat form part of the Annual Report on CSR
Activities annexed to this Report.

For the Financial year 2025-26, the CSR obligation of the
Company was ?620.84 Lakhs. The Company adjusted a surplus of
?14.84 Lakhs carried forward from previous financial years,
comprising ?0.29 Lakhs pertaining to FY 2023-24 and
?14.55 Lakhs pertaining to FY 2024-25. Accordingly, the net CSR
obligation for the year stood at ?606.00 Lakhs, which has been fully
spent on CSR activities in accordance with the applicable provisions
of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 or ("CSR Rules”). Further, a surplus of
?19.86 Lakhs pertaining to FY 2024-25 remains available for set¬
off against CSR obligations of the succeeding financial years.

In terms of Rule 8(1) of the CSR Rules, the Annual Report on
CSR activities for the Financial Year ended 31 March 2026 is
annexed to this Report as Annexure II and forms an integral
part hereof. The said report contains details of the CSR Policy,
composition of the CSR Committee, approved projects, amount
spent, unspent amount (if any) and other prescribed disclosures.

CORPORATE GOVERNANCE

The Company is firmly committed to upholding the highest
standards of Corporate Governance and continuously
benchmarks its governance framework against best practices.
The Company believes that sound governance is fundamental
to sustaining long-term shareholder value, strengthening
stakeholder trust and ensuring responsible business conduct.

The Corporate Governance framework of the Company is
designed to ensure transparency, accountability, fairness and
integrity in all its dealings. Robust systems and processes are
in place to ensure compliance with the provisions of the Act and
SEBI Listing Regulations.

Further demonstrating our compliance, a certificate from M/s.
Rathi & Associates, Company Secretaries based in Mumbai,
has been obtained. This certificate confirms our adherence to
the conditions of corporate governance stipulated under SEBI
Listing Regulations. For detailed verification and reference, this
certificate is attached as Annexure III to this report.

DISCLOSURE OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read
with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

In accordance with the provisions of Section 197(12) of the
Act read with Rules 5(1), 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Remuneration Rules”), the prescribed disclosures
relating to remuneration of Directors, Key Managerial Personnel
and other employees form part of this Report.

The information required under Rule 5(1) of the Remuneration
Rules is provided in Annexure IV to this Report and forms an
integral part of the Annual Report.

Further, the statement containing particulars of employees
as required under Rules 5(2) and 5(3) of Remuneration Rules,
including the names and other prescribed details of employees
drawing remuneration in excess of the limits set out in the
Remuneration Rules, is maintained in accordance with the
provisions of the Act.

However, pursuant to the provisions of Section 136 of the
Act, the Annual Report and Financial Statements circulated to
the Members do not include the said statement. Any Member
interested in obtaining a copy of the same may write to the
Company Secretary at [email protected]. and the same will be
provided upon request.

INTERNAL FINANCIAL CONTROLS

The Company has established adequate Internal Financial Controls
("IFC”) with reference to Financial Statements in accordance with
the provisions of Section 134(5)(e) of the Act. The IFC framework
is designed to provide reasonable assurance regarding the
reliability of financial reporting and preparation of Financial
Statements in accordance with applicable Accounting Standards.

The framework ensures orderly and efficient conduct of
business, adherence to applicable policies, laws and regulations,
safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The internal audit function, along with management oversight,
evaluates the adequacy and operating effectiveness of controls
on an ongoing basis. The Audit Committee periodically reviews
internal audit reports, risk assessments, and management
responses to strengthen the overall control environment.

Based on such review, the Board of Directors confirms that
the Internal Financial Controls with reference to Financial
Statements were adequate and operating effectively during the
Financial Year 2025-26, commensurate with the size, scale, and
complexity of the Company’s operations.

The Statutory Auditors have also issued their report on the
adequacy and operating effectiveness of IFC under Section
143(3)(i) of the Act, which forms part of the Annual Report.

RISK MANAGEMENT

The Company has adopted a comprehensive Risk Management
Policy in accordance with the provisions of the Act and Regulation

17(9) of the SEBI Listing Regulations. The Policy provides for
a structured and disciplined approach to risk identification,
assessment, mitigation, monitoring and reporting.

Risk management is integral to the Company and is fundamental
to ensuring sustained profitability, capital protection, operational
resilience and long-term stability. In an evolving economic,
geopolitical, regulatory and financial environment, the Company
continues to strengthen and leverage its risk management
frameworks to address emerging risks proactively.

The Risk Management Committee oversees the implementation
and effectiveness of the risk management framework and
periodically reviews key risk indicators, mitigation measures and
emerging risk trends.

The Board, after reviewing the risk management framework and
the risk assessment reports, is of the opinion that there are no
material risks that may threaten the existence of the Company.

Market Risk

Fluctuations in equity markets, interest rates, and currency
movements directly impact client AUM valuations and fee
income. Managed through continuous portfolio surveillance and
asset allocation frameworks aligned to client risk profiles.

Regulatory & Compliance Risk

Operations governed by a multi-regulatory framework - SEBI
Listing Regulations, RBI (FEMA for NRI clients), the Companies
Act, 2013 and other laws as may be applicable from time to
time. Non-compliance may result in imposition of penalties,
etc. A dedicated team ensures adherence to all applicable and
evolving regulations.

IT & Cyber Security Risk

Digital platforms and client data repositories are vulnerable
to cyber-attacks, data breaches, and system failures.
Mitigated through Data Loss Prevention (DLP), multi-factor
authentication, regular vulnerability assessments, and ISO-
aligned IT governance.

Reputational Risk

Being a trust-driven, relationship-intensive business, any
instance of mis-selling, conflict of interest, or unsuitable product
recommendation can severely impact client retention and brand
equity. Managed through strict suitability assessments, transparent
fee disclosures, and a robust grievance redressal mechanism.

Key Person & Talent Risk

Heavy dependence on KMP and experienced Relationship
Managers makes attrition a critical business risk. Mitigated
through succession planning, competitive compensation
structures, and a strong internal talent pipeline.

RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework
that is embedded into its operational and strategic processes.

The framework enables systematic identification, assessment,
and mitigation of risks, ensuring continuity of business
operations and informed decision-making.

Key business risks and their mitigation strategies are reviewed
periodically and are integrated into the Company’s annual and
strategic business planning processes. The risk management
framework is supported by robust mitigation controls and a
structured reporting mechanism that ensures timely escalation
and resolution of risk-related matters.

In compliance with Regulation 21 of the SEBI Listing Regulations,
the Board of Directors has constituted a Risk Management
Committee. The Committee is entrusted with the responsibility
of overseeing the Company’s risk management plans, monitoring
emerging risks, reviewing the adequacy of mitigation measures,
and ensuring that the overall risk management framework
remains relevant and effective in the face of evolving business
and regulatory environments.

The Board is of the opinion that the risk management framework
of the Company is adequate and commensurate with the nature,
size, and complexity of its operations.

Details of the composition of the Risk Management Committee,
its terms of reference, and meetings held during the Financial
Year are provided in the Report on Corporate Governance
forming part of the Annual Report.

RISK MANAGEMENT REPORT

Pursuant to the provisions of Section 134(3)(n) of the Act and
Regulation 21 of SEBI Listing Regulations, the Company has a
robust and structured Risk Management framework in place.

The Board of Directors has constituted a Risk Management
Committee which is responsible for overseeing the identification,
assessment, monitoring, and mitigation of material risks that
could potentially impact the business objectives and operations
of the Company.

The Board is satisfied that there are no risks which in its opinion
threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the
Act read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing
Regulations, the Company has established a Vigil Mechanism
and Whistle Blower Policy for its Directors, employees, and
other stakeholders.

The Policy provides a formal and confidential channel for
reporting genuine concerns relating to unethical behaviour,
actual or suspected fraud, violations of the Company’s Code
of Conduct, or any other improper activity. The Policy ensures
adequate safeguards against victimisation of persons who avail

of the mechanism and provides for direct access to the Chairman
of the Audit Committee in appropriate or exceptional cases.

The Audit Committee of the Board oversees the functioning of
the Vigil Mechanism and reviews its adequacy and effectiveness
on a periodic basis.

During the Financial Year 2025-26, no complaints were received
under the Whistle Blower Policy.

The Whistle Blower Policy of the Company is available
on the Company’s website at www.anandrathiwealth.in/
company-policies.php.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, secure, and dignified
work environment for all its employees, free from any form of
sexual harassment. In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the Rules made thereunder,
the Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment of Women at the Workplace.

The Company has constituted an Internal Complaints Committee
("ICC”) in accordance with the requirements of Section 4 of the
POSH Act, comprising the prescribed composition, including
an external member, as mandated under the POSH Act, to
receive, inquire into, and redress complaints pertaining to sexual
harassment at the workplace.

Pursuant to Section 22 of the POSH Act, the Board of Directors
hereby confirms that during the Financial Year 2025-26, no
complaint of sexual harassment was filed, disposed of, or
remained pending before the ICC for a period of more than ninety
days. The Company conducts periodic awareness programmes
and training sessions to sensitise employees on the provisions
of the POSH Act and the redressal mechanism available to them.

FINANCIAL STATEMENTS

The Board of Directors, at its meeting held on 09 April 2026, approved
the Audited Standalone and Consolidated Financial Statements of
the Company for the Financial Year ended 31 March 2026, prepared
in accordance with the Companies Act, 2013, applicable Indian
Accounting Standards (Ind AS), and SEBI Listing Regulations. The
said Financial Statements form part of this Annual Report.

The audited Financial Statements and related documents are
available on the Company’s website at www.anandrathiwealth.
in/financial.php. Members may also inspect the same at the
Registered Office of the Company upon prior intimation at
[email protected].

Directors and Key Managerial Personnel

The Board of Directors ("Board”) of the Company is strategically
composed to ensure an optimal balance of Executive, Non¬
Executive and Independent Directors, including an Independent
Woman Director, in full compliance with the provisions of the
Act and the SEBI Listing Regulations. The Board brings together
diverse professional expertise, knowledge and experience,
providing strategic guidance and oversight across all aspects of
the Company’s operations.

The details of Directors of the Company during the Financial Year ended 31 March 2026 are as follows.

Sr. No.	Name	Designation	DIN	Date of Appointment	Date of Cessation	No. of Board Meetings Attended
1.	Mr. Anand Nandkishore Rathi	Chairman & Non¬ Executive Director	00112853	18 March 2005	-	4
2.	Mr. Pradeep Navratan Gupta	Non-Executive Director	00040117	18 March 2005	-	4
3.	Mr. Rakesh Rawal	Whole-time Director & CEO	02839168	01 April 2017	-	4
4.	Mr. Mohan Vasant Tanksale	Non-Executive Independent Director	02971181	06 February 2018	05 February 2026	4
5.	Mr. Kishan Gopal Somani	Non-Executive Independent Director	00014648	15 March 2018	14 March 2026	3
6.	Mr. Ramesh Chandak	Non-Executive Independent Director	00026581	15 March 2018	14 March 2026	4
7.	Mrs. Sudha Pravin Navandar	Non-Executive Independent Director	02804964	15 March 2018	14 March 2026	4
8.	Mr. Adesh Kumar Gupta	Non-Executive Independent Director	00020403	12 January 2026	-	1
9.	Mr. Debasish Panda	Non-Executive Independent Director	06479085	12 January 2026	-	1
10.	Mrs. Deena Asit Mehta	Non-Executive Independent Director	00168992	12 January 2026	-	1

CHANGES TO THE BOARD OF DIRECTORS DURING
FY 2025-26

Appointments of Independent Directors

Based on the recommendations of the Nomination and
Remuneration Committee (NRC) and pursuant to the provisions
of the Act, the Board, at its meeting held on 12 January 2026,
appointed the following persons as Additional Directors in the
category of Non-Executive Independent Directors, for a term of
five consecutive years commencing from 12 January 2026 up
to and including 11 January 2031, not liable to retire by rotation,
in accordance with Section 149 read with Schedule IV to the Act
and applicable SEBI Listing Regulations:

• Mr. Debasish Panda (DIN: 06479085)

• Mr. Adesh Kumar Gupta (DIN: 00020403)

• Mrs. Deena Asit Mehta (DIN: 00168992)

The Shareholders of the Company approved the respective
appointment of above named three Non-Executive, Independent
Directors by passing Special Resolutions through Postal Ballot
on 15 February 2026.

Brief profile of the newly appointed Independent Directors

Mr. Adesh Kumar Gupta is a Chartered Accountant, Company
Secretary, and AMP from Harvard Business School with over
40 years of experience in corporate strategy, mergers and
acquisitions, business restructuring, fund raising, and taxation.
He has held senior board positions across multiple companies
at the Aditya Birla Group and currently serves as an Independent
Director on the boards of Grasim Industries Limited and Krsnaa
Diagnostics Limited.

Mr. Debasish Panda is a Senior IAS officer of the 1987 batch
with deep expertise in financial services regulation. He served as
Secretary in the Department of Financial Services, Government
of India, before being appointed as Chairman of the Insurance
Regulatory and Development Authority of India (IRDAI). His
regulatory experience spans health, family welfare, and financial
services sectors.

Mrs. Deena Asit Mehta is a pioneering figure in Indian capital
markets - the first woman to enter the BSE trading ring. A
Chartered Accountant with a Master’s in Management (Finance),
she brings over 150 Board year’s of experience and has served on
the boards of BSE, CDSL, ITI Limited, and the National Payments
Corporation of India (NPCI).

The expertise of the newly appointed Independent Directors will
be of immense value to the Board and the Company.

Re-appointment of Whole-time Director & CEO

Based on the recommendation of the NRC, the Board approved
re-appointment of Mr. Rakesh Rawal (DIN: 02839168) as
Whole-time Director & Chief Executive Officer of the Company

for a further term of three years, effective for the period from
01 April 2026 to 31 March 2029. The Shareholders approved
his appointment via a Special Resolution passed through
Postal Ballot on 15 February 2026, with 92.67% of valid
votes cast in favor.

Cessation of Independent Directors

During the year under review, the following Independent Directors
completed their maximum permissible tenure as prescribed
under Section 149(11) of the Act and accordingly ceased to be
Independent Directors of the Company:

• Mr. Mohan Vasant Tanksale (DIN: 02971181) completed his
second consecutive term of five years as an Independent
Director and accordingly ceased to be Independent Director
and Member of the Board with effect from the close of
business hours on 05 February 2026.

• Mr. Kishan Gopal Somani (DIN: 00014648), Mr. Ramesh
Chandak (DIN: 00026581), and Mrs. Sudha Pravin Navandar
(DIN: 02804964) completed their second consecutive term
of five years as Independent Directors and accordingly
ceased to be Independent Directors and Members of
the Board with effect from the close of business hours
on 14 March 2026.

Their cessation was solely on account of completion of tenure
and was not attributable to any resignation, disqualification,
or any other reason. Consequent to their cessation, they also
ceased to be Chairman or Members of the respective Board
Committees on which they served.

The Board of Directors places on record its deep appreciation
for the invaluable guidance, wisdom, and contribution made
by Mr. Mohan Vasant Tanksale, Mr. Kishan Gopal Somani, Mr.
Ramesh Chandak, and Mrs. Sudha Pravin Navandar during their
long and distinguished association with the Company.

The Company reaffirms that the Company has been in
compliance with the requirements relating to the composition
of the Board of Directors, including the minimum number of
Independent Directors, as prescribed under Regulation 17 of the
SEBI Listing Regulations at all times during the year.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the
Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following are
the Key Managerial Personnel ("KMP”) of the Company as
on 31 March 2026:

• Mr. Rakesh Rawal - Whole-time Director & Chief
Executive Officer

• Mr. Feroze Azeez - Joint Chief Executive Officer (with
effect from 10 April 2025)

• Mr. Rajesh Kumar Bhutara - Chief Financial Officer

• Mr. Pravin Rajendraprasad Jogani — Company Secretary &
Compliance Officer (with effect from 13 October 2025)

Directors Retiring by Rotation

In accordance with the Companies Act, 2013, Mr. Anand
Nandkishore Rathi (DIN: 00112853), who serves as a
Non-Executive Director and Chairman, is set to retire by
rotation at the upcoming Annual General Meeting (AGM) on
Thursday, 21 May 2026.

Being eligible, he has offered himself for re-appointment. The
resolution for his re-appointment is included in the AGM Notice,
which also contains his detailed profile, professional experience,
and the specific attributes that qualify him for continued
Board membership.

Changes in Company Secretary & Compliance Officer

During the year under review, Ms. Jaee Sarwankar (ICSI
Membership No. A38080) resigned from the post of Company
Secretary and Compliance Officer of the Company with effect
from 30 August 2025.

Ms. Anupama Sharma (ICSI Membership No. F1 1 356) was
designated as the Compliance Officer of the Company from
1 September 2025 till 12 October 2025, in compliance with
Regulation 6 of the SEBI Listing Regulations.

The Board of Directors thereafter, at its meeting held on
13 October 2025, appointed Mr. Pravin Rajendraprasad Jogani
(ICSI Membership No. A25413) as the Company Secretary and
Compliance Officer of the Company with effect from the said date.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2025-26, four (4) meetings of the Board
of Directors were duly convened and held on 10 April 2025,
10 July 2025, 13 October 2025 and 12 January 2026 in compliance
with the provisions of the Act, Secretarial Standard-1 (SS-1) on
Meetings of the Board of Directors, and the applicable provisions
of the SEBI Listing Regulations. The maximum interval between
any two consecutive Board meetings did not exceed the period
prescribed under the Act and the SEBI Listing Regulations.

BOARD AND COMMITTEE MEETINGS

In compliance with the provisions of the Companies Act, 2013 ("the Act”) and the SEBI Listing Regulations, the Board of
Directors has constituted the following Committees to ensure effective governance, regulatory compliance, and oversight of the
Company’s operations:

Sr. No.	Committee	Statutory Reference
1.	Audit Committee	Section 177 - Companies Act, 2013 & Regulation 18 - of SEBI Listing Regulation, 2015
2.	Nomination and Remuneration Committee	Section 178 - Companies Act, 2013 & Regulation 19 - SEBI Listing Regulation, 2015
3.	Stakeholders Relationship Committee	Section 178 - Companies Act, 2013 & Regulation 20 - SEBI Listing Regulation, 2015
4.	Risk Management Committee	Regulation 21 - SEBI Listing Regulations, 2015
5.	Corporate Social Responsibility Committee	Section 135 - Companies Act, 2013

During the Financial Year 2025-26, the Board, its Committees, and the Independent Directors convened on multiple occasions to
deliberate on matters relating to the Company’s strategy, operations, governance, and compliance.

The details of meetings held are as follows:

Sr. No.	Body	No. of Meetings	Dates
1.	Board of Directors	4	10 April 2025; 10 July 2025; 13 October 2025; 12 January 2026
2.	Audit Committee	4	10 April 2025; 10 July 2025; 13 October 2025; 12 January 2026
3.	CSR Committee	2	10 April 2025; 12 January 2026
4.	Nomination and Remuneration Committee	4	10 April 2025; 10 July 2025; 13 October 2025; 12 January 2026
5.	Stakeholders Relationship Committee	1	12 January 2026
6.	Risk Management Committee	2	10 July 2025; 12 January 2026
7.	Independent Directors	2	13 October 2025; 12 January 2026

All Committees have been constituted with the requisite
composition, including mandatory Independent Director
representation, and operate within their respective terms of
reference as approved by the Board.

The Board also constituted four (4) special purpose Committees,
namely the Buy-Back Committee, Bonus Allotment Committee,
IPO Committee and Management Committee for the efficient
execution of specific purposes to be undertaken during the year.

The frequency, quorum, and conduct of all Board and Committee
meetings were in compliance with the Act, Secretarial Standard
- 1 issued by the Institute of Company Secretaries of India
(SS-1), and SEBI Listing Regulations.

A comprehensive disclosure on the composition, terms of
reference, meetings held, and attendance of members is
provided in the Report on Corporate Governance forming part of
the Annual Report.

Meeting and Governance Overview
Shareholders Meetings

The Company held its most recent Annual General Meeting
(AGM) on 23 May 2025.

Independent Directors'' Meetings

On 13 October 2025 and 12 January 2026, respectively the
Independent Directors met privately to evaluate the performance
of Non-Independent Directors, the Board, and its committees.
This assessment utilized a detailed questionnaire focusing on:

• The performance of Non-Independent Directors and the
Board as a whole;

• The performance of the Chairperson of the Company; and

• The quality, quantity and timeliness of information flow
between the management and the Board.

The Independent Directors expressed satisfaction with the
overall functioning, governance standards and effectiveness of
the Board and its Committees during the Financial Year 2025-26.

Evaluation Results and Strategy

The feedback from this process was consolidated into a formal
report for the Nomination and Remuneration Committee and the
Board. This report serves as a roadmap for enhancing Board
effectiveness. The Directors expressed high satisfaction with
the process, noting its value in strengthening the company’s
governance and operational efficiency.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the
Act and Regulation 25(8) of SEBI Listing Regulations, all
Independent Directors of the Company have submitted the

requisite written declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of
the Act and Regulation 16(1)(b) of SEBI Listing Regulations and
that they are independent of the management. The Board has
taken on record the said declarations after due assessment.

All Independent Directors of the Company have valid registrations
in the Independent Directors’ Databank maintained by the Indian
Institute of Corporate Affairs (IICA) in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and have complied
with the applicable proficiency and renewal requirements
prescribed thereunder.

The Board, after due review and evaluation, is of the opinion that
all Independent Directors consistently demonstrate integrity,
expertise, and experience, and are significantly contributing to
the governance of the Company. Additionally, all Directors of
the Company have confirmed that there are no disqualifications
against them for appointment as directors in accordance with
Section 164 of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has a structured Familiarisation Program for
Independent Directors to familiarise them with the Company’s
business, operations, industry, roles, rights, and responsibilities.
At the time of appointment and on an ongoing basis, Independent
Directors are provided with relevant information about the
Company’s operations, business environment, and regulatory
framework to enable them to effectively discharge their duties.

The details of the Familiarisation Program are disclosed in the
Corporate Governance Report and are also available on the
Company’s website in compliance with the SEBI Listing Regulations.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Section 178
of the Companies Act, 2013 and Regulation 17(10) of the SEBI
Listing Regulations, the Company has instituted a structured
framework for the annual performance evaluation of the Board
as a whole, its Committees, and Individual Directors.

RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Related Party Transactions
("RPT Policy”), duly approved by the Board of Directors, in
accordance with the provisions of Section 188 of the Act read
with the Rules made thereunder and Regulation 23 of the SEBI
Listing Regulations. The RPT Policy outlines the framework
for identification, approval, reporting, and disclosure of related
party transactions and is available on the Company’s website at
www.anandrathiwealth.in/company-policies.php.

During the Financial Year 2025-26, all contracts, arrangements,
and transactions entered into by the Company with
related parties were:

• in the ordinary course of business;

• on an arm’s length basis; and

• in compliance with the applicable provisions of the Act

All related party transactions were placed before the Audit
Committee for prior approval. Omnibus approval was obtained
for related party transactions that were repetitive in nature and
fulfilled the criteria prescribed under the applicable provisions.
Wherever required, approvals of the Board of Directors and the
Members of the Company were duly obtained.

The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Act, in the prescribed Form
AOC-2, are annexed to this Report as Annexure V.

Details of related party transactions as required under Indian
Accounting Standard (Ind AS-24) are disclosed in the Notes to
the Standalone and Consolidated Financial Statements forming
part of this Annual Report.

The Company had obtained approval of the Members through
Postal Ballot by way of remote e-voting for certain Material
Related Party Transactions with Anand Rathi Global Finance
Limited, and Anand Rathi Financial Services Limited, being
Related Parties, for the Financial Year 2025-26, in terms of
Regulation 23(4) of SEBI Listing Regulations.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, the Board of Directors of
Anand Rathi Wealth Limited, to the best of its knowledge and
ability, hereby confirms and states that:

(a) in the preparation of the Annual Accounts for the Financial
Year ended 31 March 2026, the applicable Accounting
Standards have been followed and there are no material
departures therefrom;

(b) the Directors have selected such accounting policies and
applied them consistently and made judgements 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 31 March 2026 and of the profit of the Company for the
Financial Year ended on that date;

(c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a
going concern basis;

(e) the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the Internal Auditors,
Statutory Auditors, and Secretarial Auditors, and the reviews
conducted by the Management and the Audit Committee, the
Board is of the opinion that the Company’s internal financial
controls were adequate and operating effectively during the
Financial Year 2025-26.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

In accordance with the requirements of Regulation 34(2)(f) of the
SEBI Listing Regulations, the Company presents a comprehensive
account of its initiatives and performance across Environmental,
Social, Governance and Sustainability dimensions through its
Business Responsibility and Sustainability Report ("BRSR”).
The BRSR forms a dedicated section of the Annual Report
and is separately accessible on the Company’s official website
at www.anandrathiwealth.in.

The BRSR has been structured in alignment with the nine (9)
Principles of the National Guidelines on Responsible Business
Conduct (NGBRCs) issued by the Ministry of Corporate Affairs.
For each of the nine Principles, a detailed report has been
prepared encompassing both Essential Indicators - which are
mandatory disclosures - and Leadership Indicators - which
reflect the Company’s voluntary commitments and higher-order
sustainability practices beyond statutory obligations.

In a significant regulatory development, SEBI, vide its Circular
No. SEBI/HO/CFD/CFDSEC-2/P/CIR/2023/122 dated
12 July, 2023, introduced the concept of BRSR Core - a
focused subset of the BRSR framework comprising specific
Key Performance Indicators (KPIs) mapped across nine (9)
ESG attributes. These KPIs are now subject to mandatory
reasonable assurance by an Independent Third-Party Assurance
Provider, applicable with effect from Financial Year 2025-26
to the Company.

In compliance with the aforesaid regulatory requirement,
the Company has engaged M/s. Rathi & Associates as its
Independent Assurance Provider for the Financial Year 2025-26.
Their independent assurance report on the BRSR Core KPIs of the
Company for Financial Year 2025-26 forms part of this Report.

The overall governance and oversight of the BRSR framework,
including review of related policies and sustainability disclosures,
is vested with the Business Responsibility and Sustainability

Committee of the Board, which periodically evaluates the
Company’s performance and ensures continued alignment with
evolving regulatory and stakeholder expectations.

CORPORATE GOVERNANCE REPORT

The Company remains committed to maintaining the highest
standards of transparency, accountability, and ethical conduct
in its operations. The Corporate Governance Report, prepared
in accordance with Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, is annexed and forms part of
the Annual Report.

RECLASSIFICATION OF PROMOTER GROUP
SHAREHOLDER

The Company had received a request from Mr. Amit Rathi,
forming part of the Promoter Group, for reclassification of his
status from "Promoter Group” to "Public” shareholder under
Regulation 31A of the SEBI Listing Regulations.

The Board of Directors, at its meeting held on 13 January 2025,
approved the said request, subject to approval of the Stock
Exchanges and the Members of the Company. The Company
received No-Objection letters from The BSE Limited and National
Stock Exchange of India Limited on 28 March 2025.

The Members approved the reclassification by way of an
Ordinary Resolution at the 30th Annual General Meeting held
on 23 May 2025. Accordingly, Mr. Amit Rathi (holding 38,00,000
equity shares representing 4.58% of the paid-up equity share
capital) stands reclassified as a "Public” shareholder with effect
from 23 May 2025.

The Company continues to comply with the minimum public
shareholding requirements under Regulation 31A of the SEBI
Listing Regulations and all other applicable regulatory provisions.

PROMOTER SHAREHOLDING

As on 31 March 2026, the Promoter and Promoter Group of the
Company held 3,57,93,582 equity shares, representing 43.11%
of the paid-up equity share capital of the Company.

The Company confirms that the promoter shareholding continues
to remain in compliance with applicable regulatory requirements.

AUDITORS

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s. kkc &
Associates llp, Chartered Accountants (formerly Khimji Kunverji
& Co. LLP), Mumbai (Firm Registration No. 105146W/W100621),
were re-appointed as the Statutory Auditors of the Company for a
second consecutive term of five years at the 27th Annual General
Meeting held on 12 August 2022, to hold office until the conclusion
of the 32^nd Annual General Meeting to be held in the year 2027.

M/s. kkc & Associates llp have confirmed that their appointment
is within the limits prescribed under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified from
continuing as Statutory Auditors of the Company within the
meaning of Section 141 of the Act and the Rules made thereunder.

Statutory Auditors'' Report

The Statutory Auditors have audited the Standalone and
Consolidated Financial Statements of the Company for the
Financial Year ended 31 March 2026. Their report forms part of
the Annual Report.

The Auditors’ Report for the Financial Year 2025-26 is unmodified
and does not contain any qualification, reservation, adverse
remark, or disclaimer. The observations and comments, if any,
in the Auditors’ Report, read together with the relevant Notes to
the Financial Statements, are self-explanatory and do not call for
any further explanation or comments by the Board under Section
134(3)(f) of the Act.

Pursuant to Section 143(12) of the Companies Act, 2013, the
Statutory Auditors have not reported any instance of fraud
committed against the Company by its officers or employees
to the Audit Committee or the Board of Directors during the
Financial Year under review.

Secretarial Auditors

Appointment of Secretarial Auditors in the previous AGM

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Company has approved the appointment of M/s. Rathi &
Associates, Practicing Company Secretaries, Peer Reviewed
Practicing Company Secretaries, as the Secretarial Auditor of
the Company for a term of five (5) consecutive financial years,
commencing from Financial Year 2025-26 to Financial Year 2029¬
30, at the previous Annual General Meeting of the Company.

In compliance with the provisions of Section 204 of the
Companies Act, 2013 read with the Rules made thereunder, the
Board of Directors appointed M/s. Rathi & Associates, Practicing
Company Secretaries, Mumbai (FRN: P1988MH011900) (Peer
Review Certificate No.: 6391/2025) as the Secretarial Auditor
of the Company to conduct the Secretarial Audit of the records,
registers, and documents of the Company for the Financial Year
2025-26 to Financial Year 2029-30.

Secretarial Auditors'' Report

The Secretarial Audit Report in the prescribed Form MR-3 for the
Financial Year ended 31 March 2026 is annexed to this Report
as Annexure VI. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing
Regulations, the Annual Secretarial Compliance Report
confirming compliance with all applicable SEBI Listing
Regulations and Guidelines for the financial year ended
31 March 2026 has been duly submitted to the Stock Exchange(s)
within the prescribed timelines.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with
the Companies (Accounts) Rules, 2014, the Board of Directors
has appointed AGP Advisors Private Limited as the Internal
Auditor of the Company for the Financial Year 2025-26.

The Internal Auditor conducts periodic audits of the Company’s
operations, financial processes, and internal control systems to
assess their adequacy and effectiveness. Internal audit reports
are placed before the Audit Committee of the Board for review
and appropriate action on a periodic basis.

Cost Audit

The provisions relating to maintenance of cost records and
appointment of a Cost Auditor under Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 are
not applicable to the Company for the Financial Year 2025-26.

Secretarial Standards

The Board of Directors confirms that during the Financial Year
2025-26, the Company has duly complied with all applicable
mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India, namely SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2 (Secretarial
Standard on General Meetings).

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) read with Section
92(3) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company for the Financial Year ended 31 March 2026 in
the prescribed Form MGT-7 is available on the website of the
Company and can be accessed at www.anandrathiwealth.in/
annual-submission.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

During the Financial Year under review, no significant or material
orders were passed by any Regulator, Court, or Tribunal that
would impact the going concern status or the future operations
of the Company. Members’ attention is, however, drawn to the
statement on contingent liabilities and commitments in the Notes
to the Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of loans given, guarantees provided, and investments
made during the Financial Year 2025-26, in accordance with the
provisions of Section 186 of the Companies Act, 2013 read with
the Rules made thereunder, are disclosed in the Notes to the
Financial Statements forming part of the Annual Report.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology
absorption, and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed to this Report as Annexure VII.

DEPOSITS

In terms of the provisions of Section 73 and Section 76 of
the Act read with the Companies (Acceptance of Deposits)
Rules, 2014, the Company has neither invited nor accepted nor
renewed any deposits from the public or its Members during the
financial year ended 31 March 2026. Consequently, no amount
of principal or interest remained outstanding or unclaimed as on
31 March 2026, and there has been no default in this regard.

GLOBAL FORAYS

Redefining Global Wealth Solution with Precision, Purpose,
and Performance.

In FY 2025-26, your Company strengthened its position as a
leading wealth solutions firm with a growing outlook. With an
established presence across India and a strategic footprint in
Dubai, the Company continues to expand its global relevance
and expand its international presence and is in preliminary
discussions to establish a presence in the Kingdom of Bahrain,
subject to necessary approvals and regulatory requirements.

Material changes and commitments, if any, affecting
the financial position of the company which have
occurred between the end of the financial year of the
company to which the financial statements relate and
the date of the report

There are no material changes or commitments, affecting the
financial position of the Company, that have occurred between
the end of the Financial Year ended 31 March 2026 and the date
of this Report, which require disclosure pursuant to Section
134(3)(I) of the Act and the applicable provisions of the SEBI
Listing Regulations.

MARKET AND FUTURE PROSPECTS

A detailed overview of the industry structure, opportunities, risks,
outlook, and future prospects of the Company is provided in the
Management Discussion and Analysis Report, which forms an
integral part of the Annual Report.

The Management Discussion and Analysis Report provides
comprehensive insights into the macroeconomic environment,
sectoral developments, operational performance, risk
management framework, and strategic initiatives undertaken
by the Company.

CHANGE IN REGISTERED OFFICE

During the Financial Year under review, the Registered Office of
the Company was shifted within the local limits of Mumbai city
with effect from 12 January 2026.

Accordingly, the Registered Office of the Company was shifted
from: Floor No. 10, A wing, Express Zone, Western Express
Highway, Goregaon (East), Mumbai - 400 063.

To

Floor No. 2, Block B & C, E-Wing, Trade Link, Kamala Mills
Compound, Senapati Bapat Marg, Lower Parel, Mumbai,
Maharashtra - 400 013.

The aforesaid change was carried out in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations.
The necessary filings and intimations, as required, were duly
made with the Registrar of Companies and Stock Exchanges.

The shifting of the Registered Office does not affect
the operations, financial position, or business activities
of the Company.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations, the Company has
formulated a Nomination and Remuneration Policy ("NRC Policy”)
which lays down the framework for appointment, qualification,
evaluation, remuneration of Directors, Key Managerial Personnel
("KMP”) and Senior Management.

The Policy is designed to ensure that the composition of the
Board is appropriate to discharge its fiduciary and governance
responsibilities effectively, while maintaining a balance of skills,
experience, independence and diversity. The Nomination and
Remuneration Policy is annexed herewith as Annexure- VIII
to this Report.

BOARD POLICIES

All prescribed policies (CSR, Remuneration, Risk Management,
Whistleblower, Related Party Transactions, etc.) are approved
and adopted by the Board, reviewed as required, and published
on the Company website.

GENERAL MEETINGS
ANNUAL GENERAL MEETING (AGM)

The thirtieth (30th) Annual General Meeting ("AGM”) of the
Company for the Financial Year ended 31 March 2025 was
held on Friday, 23 May 2025 through Video Conferencing /
Other Audio Visual Means (VC/OAVM), in compliance with the
applicable provisions of the Companies Act, 2013, the relevant
circulars issued by the Ministry of Corporate Affairs ("MCA”),
and SEBI Listing Regulations.

The proceedings of the AGM were conducted in a fair and
transparent manner, and the requisite quorum was present
throughout the meeting. The voting on all resolutions was
carried out through remote e-voting and e-voting during the AGM
in accordance with the applicable statutory framework.

POSTAL BALLOT - VOTING RESULTS FOR VARIOUS
APPROVALS

During the year under review, Anand Rathi Wealth Limited
had sought approval of the Members through Postal Ballot
conducted in compliance with Section 110 of the Act read with
applicable Rules, the MCA Circulars and Regulation 44 of the
SEBI Listing Regulations.

The Postal Ballot Notice dated 12 January 2026 (including
Corrigendum dated 06 February 2026) was circulated to
Members and the remote e-voting facility was provided from
17 January 2026 to 15 February 2026.

Based on the Scrutinizer’s Report dated 16 February 2026 issued
by Mr. Himanshu S. Kamdar, Partner, M/s. Rathi & Associates,
Practicing Company Secretaries, the Members have duly
approved the following resolutions with requisite majority:

• Re-appointment of Mr. Rakesh Rawal (DIN: 02839168) as
Whole-time Director & CEO and approval of remuneration
(Special Resolution).

• Appointment of Mr. Debasish Panda (DIN: 06479085) as
Non-Executive Independent Director (Special Resolution).

• Appointment of Mr. Adesh Kumar Gupta (DIN: 00020403) as
Non-Executive Independent Director (Special Resolution).

• Appointment of Mrs. Deena Asit Mehta (DIN: 00168992) as
Non-Executive Independent Director (Special Resolution).

• Approval of Material Related Party Transaction(s) with
Anand Rathi Global Finance Limited (Ordinary Resolution).

• Approval of Material Related Party Transaction(s) with
Anand Rathi Financial Services Limited
(Ordinary Resolution).

All the above resolutions were passed with the requisite
majority through remote e-voting. Promoter and Promoter Group
members, being related parties, abstained from voting on the
material related party transaction resolutions, in compliance
with applicable regulatory provisions.

The detailed voting results pursuant to Regulation 44(3) of
SEBI Listing Regulations and the Scrutinizer’s Report have been
submitted to the Stock Exchanges and are available on the
website of the Company.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Sections 124 and 125 of the
Act read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, the Company is required to transfer unpaid or unclaimed
dividends and corresponding shares to the Investor Education
and Protection Fund (IEPF) after completion of seven
consecutive years.

The Company has complied with all applicable provisions relating
to the IEPF and continues to take proactive steps to communicate
with shareholders for timely claim of their dividends.

INSIDER TRADING CODE

The Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons, in
compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, ("PIT
Regulations”) as amended.

The Company has also adopted a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI), including a policy for determination of
legitimate purposes.

Further, the Company has established adequate internal
controls, including maintenance of a Structured Digital
Database, to ensure compliance with the applicable provisions
of the PIT Regulations.

ARCHIVAL POLICY

The Company has adopted an Archival Policy in accordance
with the requirements of SEBI Listing Regulations. The policy is
available on the Company’s website.

HUMAN RESOURCES

Human Resources plays an instrumental role in securing the
long-term success of the Company. With a forward-looking
approach, the HR function partners closely with the business
to create an environment where employees can thrive and
contribute to sustainable organizational performance.

The Company remains committed to attracting, retaining,
and nurturing exceptional talent across its operations. As on
31 March 2026, the Company had 1,256 employees.

The HR philosophy focuses on building a strong and future-
ready workforce through four key pillars:

• Building Capabilities

• Talent Management & Succession Planning

• Employee Wellness & Engagement and

• Learning & Development

These principles enable the Company to retain, develop, and
attract talent with the requisite skills, while fostering a culture of
engagement and motivation.

The Company continues to promote internal growth through
structured career progression and internal promotion
opportunities, ensuring that deserving employees are recognized
and provided with avenues for advancement.

In addition, the Company undertakes various employee welfare
initiatives aimed at strengthening engagement and productivity.
These include programs such as annual offsites, festive events
where employees’ families are invited, fostering stronger
interpersonal relationships and team cohesion.

The Company confirms compliance with all applicable labour
laws, including the Prevention of Sexual Harassment (POSH)
Act, 2013. An Internal Complaints Committee (ICC) is duly
constituted and operational.

REGULATORY COMPLIANCE - AMFI CIRCULARS

During FY 2025-26, the Company ensured full compliance with
AMFI and applicable laws. The Company adhered to:

• AMFI Circular dated 02 April 2025 - maintaining valid
ARN status for all Mutual Fund distributors and ensuring
commissions were paid as per regulatory guidelines.

• AMFI Circular dated 30 July 2025 - compliance with
updated suitability, disclosure, and reporting norms.

• AMFI Circular dated 17 October 2025 - implementation
of prescribed risk management, client disclosure, and
compliance practices.

• AMFI Circular CIR/ARN-30/2025-26 dated 27 October 2025
- revised timelines for transfer of AUM and cancellation
of ARN in the event of a distributor’s demise, extending
the submission period for nominees/legal heirs from
6 to 12 months.

• AMFI Circular dated 31 December 2025 - amendments
to registration guidelines under CIR/ARN-01/02-03,
strengthening due diligence, registration norms, and
oversight of mutual fund distributors.

• AMFI Master Circular dated 14 January 2026 -
consolidation of all prior AMFI circulars on registration,
conduct, reporting, AUM transfer, commission structures,
and distributor obligations, ensuring all intermediaries
adhere to the unified framework.

The Company confirms that all Relationship Managers and
distributor intermediaries continue to maintain valid registrations,
adhere to updated guidelines, and operate in accordance with
SEBI and AMFI standards, reflecting its unwavering commitment
to regulatory compliance, ethical conduct, transparency, and
investor protection.

CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read with
Schedule II of the SEBI Listing Regulations, the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) of the Company
have issued the prescribed certification to the Board of Directors.

The certification confirms that the financial statements and
other financial information present a true and fair view of the
Company’s affairs, and that appropriate internal controls and
financial reporting systems are in place and operating effectively.
It also confirms compliance with applicable laws and that no
material irregularities have been observed during the year.

The CEO/CFO Certificate forms part of the Corporate Governance
Report included in the Annual Report.

OTHER DISCLOSURES

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors hereby confirms and
discloses the following:

a) The Company’s book of accounts are kept at CYB-2 Cyber
Park, Heavy Industrial Area, Jodhpur, Rajasthan - 342001.

b) There has been no change in the nature of business of the
Company during the Financial Year under review.

c) The financial statements of the Company remained
unaltered, reflecting the commitment to transparency and
accuracy in financial reporting by the Company.

d) No application was made, and no proceeding was pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 during the Financial Year under review.

e) The Company did not enter into any one-time settlements
with banks or financial institutions, reflecting prudent
financial management and stable creditor relations.

f) During the year, the Company has not issued any
equity shares with differential voting rights or any
convertible securities.

g) The Whole-time Director of the Company did not receive any
remuneration or commission from any holding/ subsidiary
company. Hence, disclosure under this requirement is
not applicable.

h) The Company has paid the annual listing fees for the
Financial Year to the stock exchanges where its equity
shares are listed, namely The BSE Limited and National
Stock Exchange of India Limited.

i) The equity shares of the Company are available in
dematerialized form through National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). The ISIN of the Company’s equity shares
is INE463V01026 and Scrip Code of the Company on BSE:
543415 and NSE: ANANDRATHI. This system facilitates
easy transfer and settlement of securities in electronic form.

j) During the year, the Company has complied with all
applicable corporate action requirements under the
regulations of the Securities and Exchange Board of India
and the stock exchanges. No default or non-compliance
was observed during the year.

k) The Registrar and Share Transfer Agent (RTA) of Anand
Rathi Wealth Limited is MUFG Intime India Private Limited
(Formerly known as Link Intime India Private Limited).
Telephone: [phone]. Email: investor.helpdesk@
in.mpms.mufg.com. The RTA handles share transfer,
dematerialization, investor queries and other related
services for the Company’s shareholders.

l) The company is in compliance with respect to the
provisions relating to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT

The Board of Directors expresses sincere gratitude to the
Securities and Exchange Board of India, The BSE Limited,
National Stock Exchange of India Limited, the Ministry of
Corporate Affairs, and other regulatory authorities for their
continued support during the year.

We also thank our clients, stakeholders, and partners for their
trust and confidence, which is integral to our success.

Further, the Board acknowledges the dedication and efforts
of all employees of the Company and its subsidiaries, whose
commitment has been instrumental in driving profitable
growth and achieving strategic objectives during the
Financial Year 2025-26.

We look forward to their continued support as we advance
towards future goals, maintaining the highest standards of
corporate governance, compliance, and transparency in line with
SEBI Listing Regulations.

For and on behalf of the Board
Anand Rathi Wealth Limited

Anand Nandkishore Rathi

Place: Mumbai Chairman & Non-Executive Director

Date: 09 April 2026 (DIN: 00112853)

---

Mar 31, 2025

The Board of Directors are pleased to present the 30^th Board’s Report, along with the audited financial statements for the fiscal year ended March 31, 2025. This report highlights our financial performance, key strategic initiatives, and corporate governance practices that have guided the Company over the past year. It also includes an overview of the economic environment and industry trends, giving members a clear view of our current position and future outlook.

1. FINANCIAL PERFORMANCE Standalone Financial Performance

(H in Crores)
Particulars	2024-25	2023-24
Total Revenue	943.38	720.25
Total Operating Expenses	514.04	399.87
Profit Before Interest, Depreciation, Taxation	429.34	320.38
Interest	11.49	6.44
Depreciation	20.32	14.27
Profit Before Tax	397.53	299.67
Tax Expenses	102.11	78.24
Net Profit for the Year	295.42	221.44
PBT Margin	42.14%	41.61%
Net Profit Margin	31.32%	30.74%
Consolidated Financial Performance		(H in Crores)
Particulars	2024-25	2023-24
Total Revenue	980.65	751.97
Total Operating Expenses	538.85	420.53
Profit Before Interest, Depreciation, Taxation	441.80	331.43
Interest	11.54	6.47
Depreciation	25.45	19.36
Profit Before Tax	404.81	305.61
Tax Expenses	104.02	79.79
Net Profit for the Year	300.79	225.82
Earnings per Share on Equity Shares of H5 Each
Basic (in H)	36.17	27.05
Diluted (in H)	36.17	27.02
PBT Margin	41.28%	40.64%
Net Profit Margin	30.67%	30.03%
Key Ratios - Consolidated
	2024-25	2023-24
Return on Equity	44.59%	40.43%
Debt/Equity Ratio	0.03	0.01

Financial and Business Performance during FY2024-25

During the fiscal year under review, our Company reported consolidated revenue of H980.65 Crores, an increase from H751.97 Crores, reflecting a robust year-on-year growth of 30.4%. Additionally, net profit after tax (PAT) for FY2024-25 stood at H300.79 Crores compared to H225.82 Crores in FY2023-24, marking a year-on-year increase of 33.2%. This strong financial performance showcase consistency and our ability to navigate market fluctuations while maintaining a strong focus on delivering value to our stakeholders.

Management (AUM) reaching an all-time high of H77,103 Crores as of March 31, 2025, year-on-year increase of 29.9%. This growth can be attributed to a robust expansion in our client base and the net inflows evident from 18.4% increase in active client families to 11,732 as on March 31, 2025.

Furthermore, consolidated net inflows saw a significant increase of 75.7%, reaching H12,617 Crores in FY2024-25 compared to the previous fiscal year. Net inflows in Equity Mutual Funds rose by 67% to H7,706 Crores. After adjusting for SIP purchases, our market share in net inflows of Equity Mutual Funds stood at 5.5% for FY2024-25.

In a global economy marked by turbulence, the Indian economic landscape has emerged as a stabilizing beacon of growth. Strong economic fundamentals have led to steady investments by domestic investors in the equity markets, reaching record highs month after month. This positive momentum is expected to further strengthen the Indian equity markets, creating an environment conducive to longterm capital appreciation and an expanding investor base.

Despite global challenges, the Indian equity markets have remained strong, boosting the country’s wealth management sector, which has grown rapidly in recent years. This positive momentum is evident in our financial milestones, with our consolidated Assets Under

We added 48 Relationship Managers (RMs) on a net basis during FY2024-25, bringing the total to 380 by the end of the year. Most of these RMs were promoted from Account Managers, who continue to be our largest source of future RMs and a key competitive strength. For the second consecutive year, RM attrition remained below 1%, highlighting the strength of our work culture and our continued focus on long-term team engagement.

To expand our global presence, we have incorporated a wholly owned subsidiary in London, United Kingdom (UK), and the process of obtaining regulatory approval is currently underway.

Our Company continues to remain a leader in the industry, holding the top position among non-bank-sponsored and non-aggregator mutual fund distributors.

The fiscal year 2024-25 has been marked by recordbreaking achievements for our Company:

• The highest ever net inflows

• Highest ever AUM

• The highest annual revenue and profit in our history

• The highest dividend ever issued by our company with buy-back and bonus issue

2. DIVIDEND

During the past financial year, the Company has actively rewarded its shareholders, declaring and disbursing an interim dividend of H7 per equity share (pre-bonus), representing 140% of the face value, alongside a final dividend of H9 per share for the fiscal year 2023-24. The Board has now recommended a final dividend of H7 per equity share (140% of face value) (post bonus of 1:1) of H5 each for the financial year ended March 31, 2025, for the approval of the Shareholders at the ensuing Annual General Meeting. Adjusted for bonus issue of 1:1, Final Dividend pre-bonus would be H14 per equity share and Total dividend pre-bonus would be H21 per equity share (including interim dividend of H7 per share given in October 2024). The dividend pay-out ratio for the year ended March 31,2025, is 29% in line with our Dividend Distribution Policy.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, our dividend practices are meticulously crafted according to our Dividend Distribution Policy. The Dividend Distribution Policy is available on the website https://www.anandrathiwealth.in/ newpdf/pdf/3dec/DividendDistributionPolicy.pdf.

Unclaimed Dividend

Regarding unclaimed dividends, as of March 31, 2025, a negligible H0.07 Crores remains uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, we have published a detailed statement on our website https://www.anandrathiwealth. in/annual-submission.php listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

3. BUY-BACK & BONUS Buy-Back

Pursuant to the approval of the Board on April 12, 2024 and approval of shareholders through special resolution dated May 19, 2024, passed through postal ballot by remote e-voting, our Company concluded the buyback of 3,70,000 equity shares of face value of H5 each at a price of H4,450 per equity share, for an aggregate amount of H164.65 Crores (excluding transaction costs such as brokerage, filing fees, advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax, goods and service tax, stamp duty, etc.) representing 24.14% and 24.69% of the total paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone and consolidated financial statements, respectively, of the Company for the financial year ended March 31, 2024. The buy-back was offered to all existing

shareholders of the Company as on June 03, 2024, being the record date for the purpose, on a proportionate basis under the tender offer route using the stock exchange mechanism in accordance with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder.

Bonus

In accordance with Section 63 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014 and any other relevant Rules thereof (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India ("SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2018 (''the ICDR Regulations''), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (LODR) Regulations, 2015 read with enabling provisions of the Articles of Association of the Company, together with the applicable regulations/ guidelines issued by the SEBI

and Reserve Bank of India (RBI), the Board of Directors of the Company at its meeting held on January 13, 2025 recommended to shareholders bonus issuance of sum not exceeding H20,75,51,585 (Rupees Twenty Crores Seventy-Five Lakhs Fifty-One Thousand Five Hundred Eighty Five Only), in the proportion of 1 (One) Bonus Equity Share of H5 (Rupees Five only) each, for every 1(One) existing fully paid-up Equity Share of H5 (Rupees Five only) each held by shareholder.

Shareholders approved the bonus issuance through postal ballot by e-voting dated February 16, 2025. Record date for bonus issue was March 05, 2025. Bonus shares were allotted and credited to the respective shareholders'' account on March 06, 2025 and were listed and available for trading from March 07, 2025.

4. AWARDS

Our Company is certified as a ''Great Place to Work'', six times in a row, which endorses the culture at our organization.

5. SHARE CAPITAL

During the Financial Year, authorized and paid up share capital of the company was altered as follows:

Authorized Share Capital:

During the year under review, Company had increased its authorized share capital pursuant to ordinary resolution passed by shareholders by way of remote e-voting through postal ballot as follows:

	Before alteration		After alteration
No of Shares	Face Value	Capital	No of Shares Face Value	Capital
5,00,00,000	H5	H25,00,00,000	10,00,00,000 H5	H50,00,00,000

Clause V of the Memorandum of Association ("MOA”) of your Company was altered in order to reflect amended authorized share capital.

Issued Share Capital:

During the Financial Year, issued share capital of the company had changed as follows:

(A) Buyback: Pursuant to approval of the Board on April 12, 2024 and approval of shareholders through special resolution dated May 19, 2024, passed through postal ballot by remote e-voting, Company extinguished 3,70,000 equity shares of face value of H5 each through Buyback. Due to which issued share capital of the Company reduced from H20,91,41,485 (4,18,28,297 equity shares of H5 each) to H20,72,91,485 (4,14,58,297 equity shares of H5 each).

(B) ESOP Allotment: During the year 52,020 Shares were allotted under ESOP Allotment 2018 Scheme as approved in Board Meeting held on July 11, 2024. Pursuant to this, issued share capital of the Company

increased from H20,72,91,485 (4,14,58,297 equity shares of H5 each) to H20,75,51,585 (4,15,10,317 equity shares of H5 each).

(C) Bonus Issue: Company allotted Bonus shares as approved by shareholders through ordinary resolution by way of remote e-voting through postal ballot as on February 16, 2025 in the ratio of 1:1. Subsequent to this, paid up and issued share capital of the Company surged from H20,75,51,585 (4,15,10,317 equity shares of H5 each) to H41,51,03,170 (8,30,20,634 equity shares of H5 each)

6. EMPLOYEE STOCK OPTION SCHEMES

The Company had earlier implemented three Employee Stock Option Plans (ESOPs): the ''Employee Stock Option Plan 2017'' (ESOP 2017), ''Employee Stock Option Plan 2018'' (ESOP 2018), and the ''Employee Stock Option Plan 2022'' (ESOP 2022). These schemes have been instrumental in fostering a sense of ownership among employees, thereby enhancing retention and aligning employee interests with

long-term company’s goals. During the recently concluded financial year, these schemes remained unchanged, with no options granted that amounted to or exceeded 1% of the Company’s issued share capital.

All the aforesaid Schemes were in compliance with applicable laws. The Company has obtained annual secretarial compliance report from the M/s. Rathi and Associates, Secretarial Auditor, to the effect that the Schemes have been implemented in accordance with the applicable laws, and the same shall be available on the Company’s website at https://www.anandrathiwealth.in/wealthpdf/23april25/ AnnualSecretarialComplianceReport202425.pdf and for inspection without any fee by the members of the Company, on all working days at the registered office of the Company up to the date of the Annual General Meeting ("AGM”) and would also be placed at the ensuing AGM for inspection by members through electronic means.

7. TRANSFER TO RESERVES

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

8. INDUSTRY OVERVIEW

India’s GDP is expected to grow at 6.5% during FY 202425 based on second advanced estimates released by the National Statistics Office (NSO). In last 10 years, GDP has doubled. In FY 2014-15, India’s GDP was 2.1 trillion and it is likely to reach 4.3 trillion by end of FY2024-25, registering an increase of 100% in last 10 years. During this period, India has now become from 10^th largest economy in 2014 to 5^th largest economy now.

Financial Year 2024-25 has been eventful on many fronts. Shri Narendra Modi was elected as Prime Minister for the 3^rd consecutive term. During this year, the final budget for FY2024-25 was presented in July 2024 and the Budget for FY2025-26 was presented in February 2025.

During the last year the revenues of the Government have increased significantly and Fiscal deficit was maintained at 4.8% compared to 5.6% earlier in FY2023-24. Thus Government’s financial management is resulting in low inflation and low interest rates.

The Indian equity capital market saw moderate growth, with the Nifty delivering a return of 5.34% for the year. While foreign portfolio investments saw net outflows, domestic investors played a crucial role in supporting market stability. Increased participation from mutual funds and retail investors helped cushion the impact of global headwinds. Despite challenges such as geopolitical tensions and inflationary pressures, the Indian stock market remained steady, reflecting the strength of its underlying fundamentals. Moving forward, the equity

capital market is expected to provide long-term wealth creation opportunities, driven by domestic investment flows and economic resilience.

Simultaneously, the Indian equity markets have demonstrated exceptional performance, with major indices like the Nifty and Sensex reaching an all-time high, propelling India’s market capitalization to US$ 4.5 Trillion and making it the fifth-largest globally. This milestone has been supported by record-high Systematic Investment Plan (SIP) inflows, indicating strong participation from retail Investors.

India has over 850,000 high net-worth individuals (HNIs) in 2024, and this number is expected to reach 1.65 million by 2027, at CAGR of 25%. Notably, 20% of these millionaires are under 40, showing the rising impact of young wealth creators (Source: Anarock). This growth is likely to be driven substantially by the burgeoning affluence of India’s young entrepreneurs. Notably, these entrepreneurs are increasingly benefiting from a favorable business environment and Government policies conducive to innovation and risk-taking. Hence the wealth management business is likely to grow fast in years ahead.

9. BUSINESS OVERVIEW

Established in 2002, Anand Rathi Wealth Limited (ARWL) is one of India’s leading wealth solution provider, offering objective-driven and data-backed wealth solutions to High Net-worth Individuals (HNIs) and Ultra High Net-worth Individuals (UHNIs). Initially starting as an AMFI-registered mutual fund distributor, ARWL has grown into a holistic wealth solution Company. At ARWL, we offer clients simple and data-driven insights that empower clients to make informed financial decisions.

We help clients grow their wealth over the long term with an uncomplicated investment approach.

Our investment strategies are designed to optimize returns while minimizing risks. We prioritize long-term relationships, with core values of fearlessness, transparency, and a commitment to delivering precise financial data in an uncomplicated manner. Beyond investment planning, we also provide risk management solutions that focuses on enhancing returns with minimal risks. Our efforts of holistic wealth solutions include creating a safety net against unforeseen financial challenges, estate planning services to ensure smooth wealth transfer to the next generation, and tax management strategies to maximize tax efficiency.

With operations in 18 cities across India and an international representative office in Dubai, ARWL ensures accessibility and convenience for its clients. Our team includes over 149 research and specialist members, assisting our clients in referring investment strategies. Additionally, our network of Relationship Managers provides one-to-one data-driven wealth solutions to meet clients'' wealth objectives.

As of March 2025, 155 clients with an AUM exceeding H50 Crores, who have followed our strategy for over a decade, achieved an estimated annual return of nearly 14% with much lower risk compared to the NIFTY 50 Index. Furthermore, we earned strong trust and confidence for our clients and as a result we have hardly lost our clients and AUM attrition of lost clients was just 0.52% for FY2024-25.

Outlook

India’s economic growth momentum is expected to continue. The IMF projects that India will maintain its status as the fastest-growing major economy, with a GDP growth rate of 6.5% in both FY 2024-25 and FY 2025-26. By 2026, India is expected to surpass Japan, becoming the fourth-largest economy in the world. Furthermore, by 2028, India is likely to secure its position as the third-largest economy. With strong economic fundamentals and steady growth, India is poised to become a major global economic powerhouse in the near future.

Our business is well-placed to take advantage of this growth journey.

The investment landscape in India has undergone a significant transformation, with HNIs increasingly diversifying beyond traditional financial instruments.

While the availability of sophisticated investment products provides a wide range of opportunities, it also introduces the challenge of unsystematic allocation, which can impact risk-adjusted returns. To address this, we have developed a mathematical approach to portfolio construction, creating investment strategies for our clients. Our uncomplicated and long-term perspective in private wealth solutions has consistently delivered strong results, particularly in navigating market volatility.

Key growth drivers shaping the Company''s long-term growth roadmap are as follows.

1. Penetration in the existing 11,730 clients’ families. There is a massive scope for increasing our wallet share.

2. Addition of new clients.

3. Addition of new relationship managers.

4. Return on investments gets added to AUM.

We believe these four growth pillars will drive our AUM growth by 20% or more annually. This ambitious yet achievable target is backed by our proven track record and strategic insights, reinforcing our position as a leader in India’s wealth management sector.

1. AR Digital Wealth Private Limited (ARDWPL) -Digital Wealth (DW) Vertical

Our Digital Wealth business is a natural extension of our experience in the Private Wealth business. In today''s fintech space, automation and Artificial Intelligence (AI) play a key role in digital wealth solutions.

Our company has adopted an innovative phygital model that blends human expertise with technology. This approach has helped us effectively connect with the growing mass affluent segment. By combining personalized solutions with digital advancements, we deliver simple solutions and superior returns to our clients. This model provides scalability and flexibility in the fast-evolving wealth management industry.

Our strong market presence is driven by our well-known partner-led distribution model. We empower Independent Financial Advisors (IFAs) and AMFI-registered Mutual Fund Distributors to use our brand''s expertise and technology. This helps us expand our reach while providing value to our clients.

During the period under review, the company witnessed 17.30% Y-o-Y growth in Assets under Management (AUM), from H1,545 Crores as on March 31, 2024 to H1,812 Crores as on March 31, 2025. The number of clients also increased from 4,862 as on March 31, 2024 to 6,087 as on March 31, 2025, registering strong growth of 25.20% Y-o-Y.

Total revenue increased from H24.51 Crores in FY 2023-24 to H29.20 Crores in FY 2024-25 and net profit increased by 13.65% from H3.41 Crores in FY 2023-24 to H3.88 Crores in FY 2024-25.

2. FFreedom Intermediary Infrastructure Private Limited (FIINFRA) - Omni Financial Advisors (OFA) Vertical

FIINFRA’s extensive expertise in the mutual fund domain has empowered to introduce the Omni Financial Advisor (OFA) a technology platform, designed specifically for Mutual Fund Distributors (MFDs) and Independent Financial Advisors (IFAs). This innovative platform is tailored to meet the evolving needs of MFDs/IFAs who are committed to enhancing their client relationships and expanding their business.

OFA platform is a sophisticated yet user-friendly technology solution that empowers MFDs/IFAs to elevate their services and achieve better business outcomes. With this platform, MFDs/IFAs can strengthen client engagement through digital tools, expand their Assets Under Management (AUM) efficiently, build stronger client trust and loyalty by offering improved financial insights.

FIINFRA’s OFA platform is supported by robust data management systems, ensuring comprehensive security, accuracy, and reliability. FIINFRA has dedicated team of technology specialists who work continuously to uphold the highest standards of data security, completeness, and quality.

FIINFRA is committed to maintaining integrity and trust in services. By leveraging the OFA

platform, MFDs/IFAs can confidently provide a superior experience to their clients, knowing that they are backed by a trusted and secure financial service provider.

With OFA, FIINFRA aims to empower MFDs/IFAs with the digital capabilities they need to thrive in an ever-changing financial landscape and achieve long-term success.

MFDs / IFAs prefer OFA because -

• MFD account set up within a week

after on boarding

• Competitive Pricing

• Additional product capability and dedicated

post sales services

• Offers help to grow customers'' business

OFA enables MFDs / IFAs with unique features such as -

• Client reporting

• Online mutual fund transactions

• Business dashboard

• Goal planning

• Client engagement

Number of MFDs / IFAs subscribers on OFA platform increased from 5,994 as on March 31, 2024 to 6,447 as on March 31,2025. Platform clients increased from 20.62 Lakhs as of March 31, 2024 to 22.47 Lakhs as of March 31, 2025 and platform assets increased from H1,32,000 Crores to H1,42,935 Crores during same period. Platform Clients are the clients that are serviced by the IFAs and platform AUM is AUM managed by MFDs for their clients.

The Revenue from operations increased from H5.63 Crores in FY 2023-24 to H6.25 Crores in FY 202425, growth of 11.13% Y-o-Y. Total revenue grew by 13.51% Y-o-Y from H6.75 Crores in FY 2023-24 to H7.66 Crores in FY 2024-25. With the help of operating leverage, the company reported whopping 122.50% Y-o-Y growth in PAT from H0.73 Crores in FY 2023-24 to H1.62 Crores in FY 2024-25.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of this report. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by the Company during FY2024-25.

13. CORPORATE SOCIAL RESPONSIBILITY

In line with Section 135 of the Companies Act 2013, Anand Rathi Wealth Limited has established a Corporate Social Responsibility (CSR) Committee. The primary role of this committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure, and oversee the execution and effectiveness of these initiatives.

The CSR Committee is chaired by Mr. Anand Rathi and includes Mr. Pradeep Navratan Gupta and Ms. Sudha Pravin Navandar as members. The Company Secretary serves as the secretary to the committee, ensuring proper documentation and compliance with regulatory requirements.

The Board of Directors, along with the CSR Committee, actively reviews and monitors the CSR activities implemented by the Company. During the year under review, our CSR initiatives were executed in accordance with the annual action plan previously approved by the Board. These activities, which are distinctly separate from our normal business operations, focus on pivotal and relevant areas such as livelihood and financial inclusion, animal welfare, agriculture, community development, education, and healthcare. Our aim is to continue focusing on these areas to achieve meaningful and positive outcomes that contribute to the Sustainable Development Goals.

Our approach to CSR goes beyond mere financial contributions; as experts in the financial sector, we are committed to leveraging our core competencies and expertise to make a significant social impact. This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure - II.

Furthermore, our CSR policy outlines the guidelines and processes for undertaking CSR activities. This policy is accessible to all stakeholders on the Company''s website (https://www.anandrathiwealth.in/company-policies. php), ensuring transparency and accessibility in how we approach our social responsibilities.

3. Freedom Wealth Solutions Private Limited (FWSPL)

FWSPL’s revenue primarily stems from interest income. For the fiscal year 2024-25, total revenue declined to H0.41 Crores from H0.46 Crores in the previous year. Profit after Tax (PAT) standing at H0.28 Crores for 2024-25, compared to H0.24 Crores in 2023-24.

4. Anand Rathi Wealth (UK) Limited

Anand Rathi Wealth (UK) Limited, recently incorporated in London, UK to expand global footprint in Europe market. The company has not started any operations and currently under process of availing regulatory approvals.

11. Approval of Financial Statements for the year ending March 31,2025

In compliance with the applicable provisions of the Companies Act, 2013, read alongside the SEBI (LODR) Regulations, 2015 and relevant Indian Accounting Standards ("Ind AS”), the Board of Directors approved the audited standalone financial statements for the financial year ending March 31, 2025, at their meeting on April 10, 2025. Concurrently, the audited consolidated financial statements of the Company for the fiscal year were also approved. These audited financial statements are included in the Annual Report as mandated by Section 129 of the Act.

The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1, is annexed as Annexure - I. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

Further, in alignment with the stipulations of Section 136 of the Act, the audited financial statements, and other related documents have been made available on the Company’s website. Shareholders may access these documents at https://www.anandrathiwealth.in/financial.php. Those interested can either download these documents from the website or request physical copies by contacting the Company directly. Additionally, these documents are available for inspection both at the Company’s registered office and electronically. Shareholders may arrange an inspection by emailing [email protected].

The Company’s Policy for Determining Material Subsidiary is also accessible on the same website. During the year under review, the Company does not have any material subsidiary.

It is noted that the Company does not have any associate, joint venture, or holding company relationships.

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 the Business Responsibility and Sustainability Report (BRSR) detailing the initiatives undertaken by the Company included as a part of this Annual Report. Consistent with the mandates of the SEBI (LODR) Regulations, 2015 this report is also available on the Company’s website for broader access. Stakeholders interested in understanding our commitment to sustainable business practices and corporate responsibility can view the BRSR at https://www.anandrathiwealth.in/annual-submission.php. This accessibility ensures transparency and provides insights into how our operations align with broader environmental and social goals.

15. CORPORATE GOVERNANCE

Anand Rathi Wealth Limited is dedicated to maintaining the highest standards of corporate governance, as mandated by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. Our commitment to these standards underpins our corporate integrity and accountability to all stakeholders.

In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 we have included a comprehensive Report on Corporate Governance within this annual report. This section details our adherence to the governance practices prescribed by SEBI and showcases our dedication to transparency and ethical management.

Further demonstrating our compliance, a certificate from M/s. Rathi and Associates, Company Secretaries based in Mumbai, has been obtained. This certificate confirms our adherence to the conditions of corporate governance stipulated under the SEBI (LODR) Regulations, 2015. For detailed verification and reference, this certificate is attached as Annexure - III to this report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors of Anand Rathi Wealth Limited affirm the following in relation to the fiscal year just concluded:

• Adherence to Accounting Standards: The preparation of the annual accounts was in strict conformity with the applicable accounting standards. Any material departures have been duly explained, ensuring transparency and clarity.

• Selection and Application of Accounting Policies: The

directors selected and applied accounting policies consistently. Judgments and estimates made were both reasonable and prudent, aimed at presenting a

true and fair view of the Company’s state of affairs as of the fiscal year-end, and of the profit for the year.

• Maintenance of Adequate Accounting Records:

Adequate accounting records have been maintained in accordance with the provisions of the Companies Act, 2013. This diligence assists in safeguarding the assets of the Company and aids in the prevention and detection of fraud and other irregularities.

• Preparation of Accounts on a Going Concern Basis:

The annual accounts were prepared on a going concern basis, reflecting the directors'' confidence in the Company''s ability to continue its operations in the foreseeable future.

• Internal Financial Controls: The directors have established and maintained robust internal financial controls that the Company follows. These controls are deemed adequate and have been assessed to be operating effectively.

• Compliance Systems: Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and these systems have been evaluated to be adequate and effective.

These confirmations reflect the directors’ commitment to high standards of governance and integrity in the management of the Company’s affairs.

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

In compliance with Section 134(3)(m) of the Companies Act, as elaborated by Rule 8 of the Companies (Accounts) Rules, 2014, we provide an annual disclosure on key operational aspects, namely energy conservation, technology absorption, and foreign exchange earnings and outgo.

Energy Conservation

Your company, along with its subsidiaries, primarily offers financial services-a sector not traditionally associated with high energy consumption. Despite this, we continuously explore avenues to reduce our operational carbon footprint, although the direct impact remains minimal due to the nature of our business activities.

Technology Absorption and Innovation

We operate on a technology-driven model, encompassing an in-house team dedicated to innovation and digital infrastructure. Our commitment to technology underpins our strategy to enhance wealth management services and elevate client servicing through superior engagement platforms. Each segment of our operation, from back office processes to client-facing interfaces, is supported

by proprietary technology developed internally using advanced, scalable frameworks.

The introduction of ''Workstation'', a comprehensive web and mobile platform for our Relationship Managers (RMs), exemplifies our innovative approach. This tool not only facilitates seamless access to client data and transaction capabilities but also integrates daily internal workflows, such as RM and specialist collaborations, into a singular digital environment.

Moreover, our investment in a fully cloud-based infrastructure allows us to scale operations efficiently while maintaining robust security measures against cyber threats. Current development efforts are focused on enhancing user autonomy through advanced self-service options, such as chatbots and analytical tools, which enable our product teams to refine advisory services and further enrich client interactions.

Research and Development (R&D)

The Company''s R&D endeavors are concentrated on the continuous evaluation of financial products, economic trends, and industry developments. Our dedicated team, comprising over 80 research analysts, works closely with RMs to ensure that insights are effectively translated into actionable strategies for our clients.

Foreign Exchange Earnings and Outgo

The financial year witnessed nil foreign exchange earnings, maintaining the previous year’s figure at nil. However, our foreign exchange expenditure saw a significant increase to H29.94 Crores from H25.66 Crores in the preceding year, underscoring a heightened activity in global financial engagements that align with our expanding market strategy.

18. DISCLOSURE OF EMPLOYEES UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In adherence to Section 197(12) of the Companies Act, 2013, complemented by Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detailed information regarding remuneration and other relevant details of managerial personnel is encapsulated in Annexure-IV, which is an integral component of this annual report.

Moreover, the report encompasses a comprehensive statement detailing the names and other pertinent particulars of employees, as mandated by Rules 5(2) and 5(3) of the aforementioned regulations. However, in accordance with Section 136 of the Act and the stated rules, the annual report and financial statements dispatched to shareholders and other stakeholders do not

include this specific employee statement. Shareholders who wish to review this information may request a copy by contacting the Company Secretary at [email protected].

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As stipulated in our corporate governance protocols, the particulars of investments made, as well as loans issued and guarantees provided, are meticulously documented within the Standalone Financial Statements. These details are organized under relevant headings to ensure clarity and ease of access for stakeholders . This comprehensive documentation forms a crucial part of our Annual Report, reflecting our commitment to transparency and regulatory compliance. Each entry is detailed to afford shareholders a clear understanding of the Company’s financial allocations and risk management strategies.

20. ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased to announce that the Annual Return (MGT-7) of the Company as of March 31, 2025, is now accessible on our website https://www.anandrathiwealth. in/annual-submission.php. Stakeholders are invited to review the document at Anand Rathi Wealth''s Investor Relations page. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In strict compliance with Section 177(9) and (10) of the Companies Act, 2013, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (LODR) Regulations, 2015 our Company has instituted a comprehensive Vigil Mechanism and Whistleblower Policy. This framework is designed to empower our directors, employees, and other stakeholders to confidentially report any unethical behavior, fraud, violations of our code of conduct, or other misdemeanors within the organization, thereby safeguarding victimization and promoting an ethical workplace.

Our commitment to fostering a transparent and trust worthy environment encourages open communication. Employees are assured they can express concerns without fear of reprisal, ensuring a secure and supportive atmosphere for voicing grievances.

While the past fiscal year did not witness any whistleblower complaints, the accessibility of our Audit Committee continues unabated, prepared to address any future concerns that may arise.

For further information, the details of the Whistleblower Policy are publicly available on our corporate website (https://www.anandrathiwealth.in/company-policies.php).

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

The Company steadfastly commits to fostering a work environment where every female employee is treated with dignity and respect, ensuring equitable treatment across all levels. Recognizing the critical importance of inclusivity, we are dedicated to creating a workplace that not only supports the professional growth of women but also promotes equality of opportunity, thereby cultivating a more diverse and inclusive environment.

In line with this commitment, the Directors are pleased to report the robust implementation of the Policy for Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace. This policy, supported by an Internal Complaint Committee, is structured in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It underscores our proactive stance in addressing and mitigating issues of sexual harassment, ensuring a safe and supportive atmosphere for all employees.

Reflective of the efficacy of these measures, it is noteworthy that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace Act, 2013. This underscores our ongoing commitment to maintaining a respectful and secure work environment.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has established a comprehensive Policy on Related Party Transactions (RPT Policy), which has received approval from the Board of Directors. This RPT Policy meticulously outlines the procedures for identifying related party transactions, securing necessary approvals from the Audit Committee, the Board, or Shareholders and fulfilling reporting and disclosure requirements. These measures are in strict compliance with the provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015.

During the year under review, all contracts, arrangements, or transactions with related parties were conducted in the ordinary course of business and on an arm’s length basis. These transactions were fully compliant with the relevant provisions of the Companies Act, 2013, and its accompanying rules.

The Audit Committee has reviewed all Related Party Transactions. An omnibus approval was secured in advance for transactions that were either unforeseen or repetitive in nature, ensuring a streamlined process and adherence to regulatory requirements.

Details of material contracts or arrangements or transactions conducted on an arm’s length basis are disclosed in the prescribed form AOC-2, annexed as Annexure-V, and form an integral part of this report.

Additionally, comprehensive disclosures on related party transactions as required under IND AS-24 and Schedule V of the SEBI (LODR) Regulations, 2015 including the names of the related parties and specifics of the transactions, are provided in the financial statements. Members seeking further details are encouraged to refer to the notes accompanying the Standalone Financial Statements.

24. INTERNAL FINANCIAL CONTROL

The Company maintains robust internal financial control systems that are both proper and adequate, tailored to match the nature of our business, the scale of our operations, and their inherent complexities. These systems are pivotal in bolstering the reliability of our financial reporting and ensuring stringent compliance with pertinent laws and regulations.

Our internal controls comprise a comprehensive set of policies and procedures designed to safeguard assets and enhance the accuracy and reliability of our financial statements. These measures are critical in mitigating risks and preventing errors and fraud within financial processes.

The implemented policies and procedures ensure the economical acquisition and efficient use of resources, while also providing adequate protection of the Company’s assets. This strategic approach not only optimizes resource utilization but also shields the organization from potential risks, thereby strengthening corporate governance and operational efficiency.

The effectiveness of these internal controls is regularly reviewed by the Audit Committee to ensure they meet our strategic objectives and adapt to any changes in operational scope or regulatory requirements.

25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

Risk management is intricately woven into the operational framework of the Company to identify, assess, and mitigate potential threats, thereby ensuring seamless business operations. We recognize that effective risk management is pivotal in maximizing returns by enabling informed and strategic decision-making.

The Company''s proactive risk management strategy is characterized by periodic reviews, robust mitigation controls, and a structured reporting mechanism, all of which serve to enhance the effectiveness of our overall risk management efforts. Key business risks and their mitigation strategies are routinely incorporated into our annual and strategic business planning processes as well as during periodic management reviews.

In compliance with the provisions of the SEBI (LODR) Regulations, 2015 our Board of Directors has established a dedicated Risk Management Committee. This committee is tasked with overseeing the management and mitigation of risks to safeguard stakeholder interests and to ensure the achievement of our business objectives. The Risk Management Committee actively monitors and reviews the Company’s risk management plans and performs other related functions, maintaining a dynamic approach to adapting and evolving these strategies in response to new challenges and opportunities.

26. RISK MANAGEMENT REPORT

In accordance with the provisions of Section 134 of the Companies Act, the detailed risk management report is incorporated within the Management Discussion and Analysis Report. This section elucidates our strategic

approach to risk assessment and mitigation, reflecting our commitment to transparency and proactive management in safeguarding against potential challenges.

27. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGS

Board of Directors

The Board of Directors ("Board”) of the Company is carefully structured to achieve an optimal balance, consisting of executive and non-executive directors, including an Independent Woman Director. This composition adheres strictly to the current provisions of the Companies Act and the SEBI (LODR) Regulations, 2015 ensuring compliance with governance standards.

The Board epitomizes a blend of professionalism, knowledge, and experience, contributing significantly to the strategic direction of the Company. Our Independent Directors are particularly noted for their professional integrity, as well as their extensive expertise and experience, which are invaluable to our leadership framework.

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders .

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

The composition, role, terms of reference, and powers of the aforementioned committees are meticulously aligned with the requirements of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015. This ensures that all committees function within the stipulated legal framework, reinforcing our commitment to rigorous corporate governance.

Additionally, to streamline the management of day-today administrative and routine matters, the Board has established various management-level committees. These committees are composed of senior executives from the Company and its group entities, enabling efficient decision-making and operational agility.

Key Managerial Personnel (KMP)

As of the date of this report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, include:

a. Mr. Rakesh Rawal, serving as Whole-time Director & Chief Executive Officer;

b. Mr. Rajesh Bhutara as Chief Financial Officer;

c. Ms. Jaee Sarwankar as Company Secretary & Compliance Officer, who was appointed w.e.f. April 12, 2024; and

d. Mr. Feroz Azeez promoted as Joint Chief Executive Officer w.e.f. April 10, 2025.

Directors Retiring by Rotation

In line with Section 152 of the Companies Act, the Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr. Pradeep Navratan Gupta (DIN: 00040117), a NonExecutive Director, is due to retire by rotation at the upcoming Annual General Meeting. Mr. Pradeep Navratan Gupta, being eligible, has offered himself for reappointment. The Board of Directors recommends his reappointment, acknowledging his invaluable contributions to the board and the Company at large.

Board and Committee Meetings Overview

Throughout the reviewed fiscal year, the Board, its Committees, and the Independent Directors convened on multiple occasions. These meetings focused on strategic discussions, decision-making, and directives regarding various aspects of the Company’s business operations and related matters, ensuring robust governance and adherence to our strategic objectives.

The frequency and number of the aforementioned Board and committee meetings were in strict compliance with the applicable provisions of the Companies Act, 2013. A comprehensive disclosure regarding the Board, its committees, their composition, and terms of reference, along with the number of board and committee meetings held and the attendance of directors at each meeting, is meticulously detailed in the Report on Corporate Governance. This report is an integral part of the main document, underscoring our commitment to transparency and governance. The Board of Directors had constituted 2 additional committees during the year i.e. Buy-back Committee and Bonus Allotment Committee for specified purposes.

Annual General Meeting/Extra-Ordinary General Meetings

Last year, the Company conducted its Annual General Meeting on June 15, 2024.

Annual Performance Evaluation

In compliance with Section 178 and Schedule IV of the Companies Act, 2013, as well asthe SEBI (LODR) Regulations, 2015 a thorough annual performance evaluation has been conducted for the Board, its various committees, and individual directors, including the Chairman, Whole-Time Director & CEO, Non-Executive Director and Independent Directors. This evaluation was meticulously executed by the Nomination and Remuneration Committee.

Independent Directors'' Review Meeting

A separate meeting of the Independent Directors was convened to assess the performance of Non-Independent Directors and the effectiveness of the Board and its committees collectively as on January 13, 2025. During this session, a comprehensive questionnaire designed to probe various aspects of Board operations was distributed among the Directors. The evaluation criteria for Independent Directors encompassed their level of engagement in meetings, interpersonal skills,

understanding of the business and its subsidiaries, capacity for independent judgment, expertise, and adherence to the compliance framework.

Evaluation Outcomes and Board Feedback

The responses to the questionnaire were carefully analyzed, and a consolidated report was prepared and presented to the Nomination and Remuneration Committee and the Board. This report aims to enhance the Board''s effectiveness based on the feedback received. The Directors have expressed their satisfaction with the thoroughness of the evaluation process, affirming its role in reinforcing the Board''s overall governance and operational efficiency.

Declaration by Independent Directors under SubSection (6) Of Section 149

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA). The Board based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company.

Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Companies Act, 2013.

28. STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formerly "Khimji Kunverji & Co. LLP”), with Registration No. 105146W/W100621, were re-appointed as the Statutory Auditors of the Company for a second term of five years at the 27^th Annual General Meeting of the members held on August 12, 2022. The remuneration for the auditors has been mutually agreed upon by the Board of Directors and the Statutory Auditors. They will continue to serve in this capacity until the conclusion of the 32^nd Annual General Meeting, scheduled for 2027.

M/s. KKC & Associates LLP have also confirmed their ongoing compliance with the criteria set out in Section 141 of the Act, affirming that their appointment is within the limits prescribed under Section 141(3)(g) of the Act. This ensures that they maintain the required independence and eligibility to continue as the Company’s auditors without any statutory disqualifications.

29. STATUTORY AUDITORS'' REPORT

The Statutory Auditors’ Report for the fiscal year, conducted by M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formerly "Khimji Kunverji & Co. LLP”), on both the standalone and consolidated financial statements of the Company is included in the Annual Report. Notably, the report is free from any qualifications, reservations, or adverse remarks, underscoring the robustness of our financial practices.

The notes to the accounts, as referenced in the Auditors’ Report, are comprehensive and self-explanatory, negating the need for additional clarifications under Section 134(3) (f) of the Companies Act, 2013. Furthermore, in accordance with Section 143(12) of the Act, the Statutory Auditors have not identified or reported any instances of fraud committed within the Company by its officers or employees, affirming the integrity of our operational procedures.

30. SECRETARIAL AUDITOR AND THEIR REPORT

In compliance with Section 204 of the Companies Act, 2013 and its corresponding rules, M/s. Rathi and Associates, Company Secretaries, were appointed to perform the Secretarial Audit of the Company for the fiscal year under review. The findings of the audit are detailed in the Secretarial Audit Report, which is attached herewith as Annexure -VI. This report is a crucial component of this Annual Report and confirms that there were no qualifications noted.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that Anand Rathi Wealth Limited has adhered to all applicable mandatory Secretarial

Standards issued by the Institute of Company Secretaries of India. This affirmation reflects the Company’s commitment to maintaining the highest standards of corporate governance.

32. PUBLIC DEPOSITS

Throughout the fiscal year under review, Anand Rathi Wealth Limited has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

As detailed in the financial statements of Anand Rathi Wealth Limited, there have been no material changes or commitments that would affect the financial position of the Company from the end of the fiscal year in question to the date of this report, except as disclosed therein. This statement attests to the stability and continuity of our financial operations.

34. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

Throughout the fiscal year under review, there have been no significant or material orders passed by any regulators, courts, or tribunals that could impact the going concern status or future operations of Anand Rathi Wealth Limited.

35. MATERIAL DEVELOPMENT

During the fiscal year under review, the shareholders approved through special/ordinary resolution corporate actions viz buyback, increase in Authorised Share Capital and amendment to Clause V of Memorandum of Association of the Company, issuance of bonus shares, Modification of earlier approved Material Related Party Transaction(s) between the Company and Anand Rathi Global Finance Limited for FY2024-25 and Material Related Party Transactions to be entered into with Anand Rathi Global Finance Limited as well as Anand Rathi Financial Services Limited for a period consisting of FY2025-26 and upto the date of 31^st Annual General Meeting to be held in calendar year 2026 via postal ballot.

The Board of Directors of the Company at their meeting held on January 13, 2025 had approved to incorporate a Subsidiary company in United Kingdom. Accordingly, Anand Rathi Wealth UK Limited was incorporated on February 3, 2025.

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

The Board of Directors has established comprehensive criteria for the appointment of Directors and their remuneration. These criteria encompass qualifications, positive attributes, and the independence of directors, as mandated under sub-section (3) of Section 178 of the Companies Act, 2013. This forms a critical part of the Nomination and Remuneration Policy (NRC Policy) of Anand Rathi Wealth Limited.

The NRC Policy is designed to foster a compensation structure that balances fixed and variable pay, aligning with both short-term and long-term performance objectives that support the strategic direction and operational execution of the Company. This policy not only aims to attract and retain top talent but also ensures that remuneration practices are aligned with the Company''s objectives and shareholder interests.

The full text of the NRC Policy is available as Annexure - VII in this report and can also be accessed on the Company’s website at Anand Rathi Wealth Investor Relations.

37. MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

Effective from January 12, 2024, the Company’s books of accounts kept at CYB-2 Cyber Park, Heavy Industrial Area, Jodhpur, Rajasthan - 342001.

38. OTHER DISCLOSURES

Throughout the fiscal year under review, we maintained operational and financial stability, marked by several key continuities and compliances:

• There were no changes in the nature of the business, ensuring consistency in our operations and strategic focus.

• The financial statements of the Company remained unaltered, reflecting our commitment to transparency and accuracy in financial reporting.

• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

• The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

• There were no changes in director composition during the year.

• The Internal Audit Report for the period ended 31st March 2025, covering various areas of audit, as received from AGP Advisors Private Limited, Internal Auditors was presented before Audit Committe. There were no material adverse comments or observations by the Internal Auditor.

• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

• The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

• As per the Secretarial Standards 4 on Board report issued by Institute of Company Secretaries of India, there were no revision in the financial statements of the Company during financial year.

39. ACKNOWLEDGEMENT

The Board of Directors extends its sincere gratitude to the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, and the Ministry of Corporate Affairs, along with other government and regulatory authorities, for their continued support throughout the year. We also deeply appreciate the trust and confidence placed in us by our clients and stakeholders, which is essential to our success.

Further, the Board acknowledges with great appreciation the efforts and dedication of all our employees across the Company and its subsidiaries. Their commitment has been crucial in driving profitable growth during the fiscal year under review.

We look forward to your continued support and cooperation as we advance towards our future objectives.

---

Mar 31, 2024

The Board of Directors is delighted to present the 29^th annual report along with audited financial statements for the fiscal year ending March 31,2024. This covers our financial performance and outlines our strategic initiatives and corporate governance practices that have shaped the trajectory of the Company over the past year. Our report further delves into the broader economic conditions and industry trends, providing members with a detailed understanding of our positioning and prospects in the evolving industry landscape.

1. FINANCIAL PERFORMANCEStandalone Financial Performance

(Rs. in Crores)
Particulars	2023-24	2022-23
Total Revenue	720.25	537.64
Total Operating Expenses	399.87	295.93
Profit before Interest, Depreciation, Taxation	320.38	241.71
Interest	6.44	3.90
Depreciation	14.27	11.55
Profit before Taxation	299.67	226.26
Tax Expenses	78.24	58.08
Net Profit for the Year	221.44	168.18
PBT Margin	41.61%	42.08%
Net profit Margin	30.74%	31.28%
Consolidated Financial Performance	Â	(' in Crores)
Particulars	2023-24	2022-23
Total Revenue	751.97	558.91
Total Operating Expenses	420.53	309.98
Profit before Interest, Depreciation, Taxation	331.43	248.93
Interest	6.47	3.93
Depreciation	19.36	16.61
Profit before taxation	305.61	228.39
Tax Expenses	79.79	59.79
Net Profit for the Year	225.82	168.60
Earnings per Share on Equity Shares of ' 5 Each	Â
Basic (in ')	54.10	40.46
Diluted (in ')	54.03	40.28
PBT Margin	40.64%	40.86 %
Net profit Margin	30.03%	30.17%
Key Ratios - Consolidated
Â	2023-24	2022-23
Return on Equity	40.43%	41.44%
Debt/Equity Ratio	0.01	0.04

STATE OF THE COMPANY'S AFFAIRS

During the fiscal year under review, our Company reported a consolidated revenue of ' 751.97 Crores, up from ' 558.91 Crores recorded for the previous year. This translates to an increase of 35% year-on-year. Furthermore, our Company earned a net profit after tax (PAT) of ' 225.82 Crores in 2023-24, compared to ' 168.60 Crores in 2022-23, marking a year-on-year growth of 34%. These numbers reflect our adeptness at navigating the market dynamics and capitalising on strategic opportunities to enhance shareholder value. The financial performance is reflective of our continued focus on our commitment to sustainable growth amid fluctuating economic conditions.

In a global economy marked by turbulence, the Indian economic landscape has emerged as a stabilising beacon of growth. The resilience of the Indian equity capital markets amid heightened geopolitical tensions has been notably striking. It has bolstered the nation's wealth management sector, which has seen vigorous expansion in recent times. This positive trend is reflected in our financial milestones, with our consolidated Assets under Management (AUM) reaching at all-time high of ' 59,351 Crores as of March 31, 2024, marking a significant year-on-year increase of 52%. This growth can be attributed to a robust expansion in our client base and the net-inflows. evident from a 19% increase in active client families to 9,911 as on March 31, 2024. Furthermore, there was a substantial 41% rise in consolidated net-inflows amounting to ' 7,182 Crores in 2023-24 over the last fiscal year.

Our Company continues to hold a commanding position in the industry, ranking first amongst the nonbank sponsored and non aggregators mutual fund distributors and thus maintaining a lead in direct client delivery.

The fiscal year 2023-24 has been marked by recordbreaking achievements for our Company:

•    The highest ever net-inflows

•    Highest ever AUM

•    The highest annual revenue and profit in our history

•    The highest dividend ever issued by our firm

2. DIVIDEND

Over the course of the past financial year, the Company has actively rewarded its shareholders, declaring and disbursing an interim dividend of ' 5 per equity share,

representing a 100% of the face value, alongside a final dividend of ' 7 per share for the fiscal year 2022-23. The Board has now recommended a final dividend of ' 9.00 per Equity Share (180% of face value) of ' 5 each for the financial year ended March 31, 2024, for the approval of the Shareholders at the ensuing Annual General meeting. Total dividend for the year would be ' 14 per equity shares, constituting 280% of the face value of ' 5 per shares. The dividend pay-out ratio for the year ended March 31,2024 is 25.9% (year dividend/ EPS) in line with our dividend distribution policy.

In compliance with Regulation 43A of the Securities and Exchange Board of India's Listing Obligations and Disclosure Requirements Regulations 2015, our dividend practices are meticulously crafted according to our Dividend Distribution Policy. The Dividend Distribution Policy is available on the website (https://anandrathiwealth.in/Investor-relations.php)

Unclaimed Dividend

Regarding unclaimed dividends, as of March 31, 2024, a negligible ' 0.10 Crores remains uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, we have published a detailed statement on our website (https://anandrathiwealth.in/Investor-relations.php) listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

3.    BUY-BACK

The Board of Directors, in accordance to our policy to reward shareholder has also approved a proposal to Buy-back up to 3,70,000 Equity Shares of the Company at ' 4,450 per Equity Share for an aggregate amount not exceeding ' 164.65 Crores, representing 0.88% of the total paid up equity share of the Company, subject to shareholders approval.

4.    AWARDS

Our is certified as a 'Great Place to Work', five times in a row, which endorses the culture at our organisssation.

5.    SHARE CAPITAL

As of the close of the fiscal year on March 31, 2024, the Company's paid-up share capital reached ' 209,141,485 distributed across 41,828,297 equity shares, each with a face value of ' 5. This marks a modest increase from the previous year's total of ' 208,441,235 divided into 41,688,247 shares, on account of issuance of 140,050 new equity shares

in the exercise of employee stock options during the last year.

6.    EMPLOYEE STOCK OPTION SCHEMES

The Company had earlier implemented three Employee Stock Option Plans (ESOPs): the 'Employee Stock Option Plan 2017' (ESOP 2017), 'Employee Stock Option Plan 2018' (ESOP 2018), and the 'Employee Stock Option Plan 2022' (ESOP 2022). These schemes have been instrumental in fostering a sense of ownership among employees, thereby enhancing retention and aligning employee interests with long-term company's goals. During the recently concluded financial year, these schemes remained unchanged, with no options granted that amounted to or exceeded 1% of the Company's issued share capital.

All the aforesaid Schemes are in compliance with applicable ESOP Regulations. The Company has obtained annual secretarial compliance report from the M/s Rathi and Associates, Secretarial Auditor, to the effect that the Schemes have been implemented in accordance with the applicable ESOP Regulations, and the same shall be available on the Company's website at https://anandrathiwealth.in/Investor-relations.php and for inspection without any fee by the members of the Company, on all working days at the registered office of the Company upto the date of the Annual General Meeting ("AGM") and would also be placed at the ensuing AGM for inspection by members through electronic means.

7.    TRANSFER TO RESERVES

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

8.    INDUSTRY OVERVIEW

The Indian economy has demonstrated robust resilience amid global instability marked by adverse geopolitical tensions. With a GDP growth rate of 7.6% for 2023-24, which increased from 7% in the previous fiscal year, India's economy has consistently exceeded expectations. The third quarter of 2023-24 was particularly noteworthy, as economic expansion reached 8.4%, significantly outpacing the Reserve Bank of India's (RBI) and market analysts' predictions of 6.6%. This unexpected surge, driven largely by substantial performances in manufacturing and construction, prompted analysts to revise the forecast for the full-year GDP growth upward from 7.3% to 7.6%, reinforcing the narrative of an economy on the rise.

The decade spanning from 2014 to 2023 has been described as golden era for foreign direct investment in India, with the country attracting US$ 596 Billion in FDI, a figure that is double that recorded for the previous decade. This influx has been a catalyst for economic transformation, diversifying the industrial landscape and bolstering economic depth.

Simultaneously, the Indian equity markets have demonstrated exceptional performance, with major indices like the Nifty and Sensex reaching an all-time high, propelling India's market capitalization to US$ 4.5 Trillion and making it the fifth-largest globally. This milestone has been supported by record-high Systematic Investment Plan (SIP) inflows, indicating strong participation from retail investors.

Despite this achievement, India continues to have one of the lowest worldwide mutual fund penetration rates, a mere 14% AUM to GDP ratio, strikingly lower as compared to the global average of 60% and over 100% in the United States. This disparity highlights the tremendous growth potential within the Indian mutual fund sector, especially as traditional investments like real estate and gold lose their sheen in the postdemonetization era.

The rapid formalisation of the Indian economy has been another transformative force, redirecting household savings from traditional assets to more productive financial instruments and fuelling demand for professional wealth management services. As a result, the number of high-net-worth individuals (HNIs) in India is projected to record a compound annual growth rate (CAGR) of 16% from 2022 to 2027, potentially doubling to 16.57 Lakhs. This growth is likely to be driven substantially by the burgeoning affluence of India's young entrepreneurs. Notably, these entrepreneurs are increasingly benefiting from a favourable business environment and Government policies conducive to innovation and risk-taking.

9. BUSINESS OVERVIEW

Anand Rathi Wealth Limited (ARWL / We) began its operations as a mutual fund distributor registered with AMFI. Over the years, we have carved a niche as a wealth solutions provider for high and ultra-high-net-worth individuals (HNIs and UHNIs) in India. We have also extended our services to the non-resident Indian (NRI) community from our representative office in Dubai. Our firm's extensive network of Relationship Managers covers all major Indian cities, ensuring

objective-based and standardised solutions to meet our clients' financial aspirations. As of March 31, 2024, our flagship Private Wealth (PW) business manages assets under management (AUM) totaling ' 57,807 Crores.

Our transparent and data-driven processes offer clients the best solutions to meet their financial goals.

At ARWL, we set ourselves apart with a thorough understanding of client needs supported by meticulous research. This approach empowers us to make informed decisions that benefit our clients. This meticulous approach not only highlights potential risks but also informs strategic decisions that enhance client portfolios returns.

We don't only assist our clients in wealth creation; but also provide comprehensive wealth management solutions that encompass efficient tax planning and a comprehensive approach to safeguarding their wealth against unforeseen liabilities. We assist clients in estate planning, ensuring the seamless transfer of wealth to subsequent generations with minimal loss. Through these strategies, we are strengthening our position as a holistic wealth solutions provider.

As of March 31, 2024, our Private Wealth (PW) business about 10,000 active families, supported by a dedicated team of 332 Relationship Managers (RMs). Out of these 60% of our clients are with us for over three years and accounted for 79% of our AUM. This enduring relationship not only underscores the trust placed in our services but also illustrates the depth and stability of our client engagements.

We have presence across 17 cities in India namely Mumbai, Bengaluru, Delhi, Gurugram, Hyderabad, Kolkata, Chennai, Pune, Chandigarh, Jodhpur, Noida, Ahmedabad, Visakhapatnam, Nagpur, Coimbatore, Jabalpur and Lucknow. Additionally, our international footprint includes a representative office in Dubai, enhancing our accessibility to the global Indian diaspora.

Our research about the market has enabled us to identify underserved yet highly promising HNI segment with a net-worth ranging from ' 5 Crores to ' 50 Crores. These clients prioritise quality and substantive value over mere cost savings. Our approach-characterised by uncomplicated, standardisation and thorough research-enables us to consistently deliver superior value and scale assets effectively. In the fiscal year 2023-24 alone, our client base expanded by a net addition of 1,559 families, indicating robust growth and a strong endorsement of our wealth management capabilities.

Outlook

According to a report by the Centre for Economics and Business Research (CEBR), India is projected to reach US$ 10 Trillion economy by 2035, distinguishing itself as the fastest-growing emerging market economy in 2025. This trajectory positions India as a magnet for global investors and fuels a surge in the population of high and ultra-high-net-worth individuals (HNIs and UHNIs), amplifying the demand for premium private wealth management services.

Our Private Wealth business is optimally positioned to capitalisssse on this burgeoning demand.

The investment landscape has evolved significantly, with HNIs increasingly diversifying away from traditional financial instruments. The availability of complex investment products offers a broad array of options, yet also presents the risk of unsystematic allocation which could undermine portfolio risk adjusted returns. Recognissssssing this, we have created disciplined approach to portfolio construction. We consider each client's return expectations and risk profile to formulate an ideal portfolio allocation strategy.

Our long-term perspective on wealth management has consistently delivered results, especially in navigating volatile markets. As India's economic prominence grows, and with it the sophistication and needs of its wealthiest citisens, we are committed to evolving strategies to meet and exceed the financial objectives of our clients. We are confident that our strategies will continue to help our clients achieve their objectives.

The roadmap to provide strong long term growth visibility by the Company can be placed as follows:

1.    Penetration in the existing 9,900+ client's families. There is massive scope of increasing our wallet share.

2.    Addition of new clients.

3.    Addition of new relationship managers.

4.    Return on investments get added to AUM These four pillars of growth that we believe should propel our AUM by 20% or more annually. This ambitious yet attainable target is grounded in our proven track record and strategic insights, positioning us as a one of the leader in India's wealth management sector.

10. DETAILS OF SUBSIDIARIES

As at date of this Report, the Company has following Subsidiaries:

1. AR Digital Wealth Private Limited (ARDWPL) -Digital Wealth (DW) Vertical

ARDWPL is the fintech arm of our enterprise, embodying a wealth of knowledge accumulated from our extensive experience in the private wealth solutions domain. This subsidiary has been strategically positioned to serve the substantial mass affluent market segment through a 'phygital' channel - a synergistic blend of physical and digital mediums. By integrating human expertise with cutting-edge technology, ARDWPL aims to deliver scalable and profitable wealth management solutions through an online and mobile platform, supported by our dedicated employees and partners.

During the review period, ARDWPL demonstrated robust growth. The subsidiary's Assets Under Management (AUM) surged by 47% year-overyear, climbing from ' 1,051 Crores as of March 31, 2023, to ' 1,545 Crores as of March 31,2024. The client base expanded from 4,249 to 4,862 over the same period, reflecting a growth rate of 14% year-over-year.

Financial performance mirrored this growth trajectory, with total revenue escalating from ' 14.92 Crores in 2022-23 to ' 24.51 Crores in 2023-24. Furthermore, due to the benefits of operating leverage, net profit experienced a remarkable increase of 373.87%, rising from ' 0.72 Crores in 2022-23 to ' 3.41 Crores in 2023-24.

2. FFreedom Intermediary Infrastructure Private Limited (FIINFRA) - Omni Financial Advisors (OFA) Vertical

Ffreedom Intermediary Infrastructure Private Limited (FIINFRA) distinguished itself by developing a cutting-edge digital Platform-as-a-Service (PAAS) model, known as "Omni Financial Advisor" (OFA). As of March 31,2024, OFA stands as one of India's leading technology platforms for mutual fund distributors (MFDs), boasting 5,994 subscribers.

The OFA vertical is designed to empower MFDs to better serve their clients and expand their businesses through a comprehensive B2B2C business model. The platform offers several innovative features to enhance the effectiveness and reach of MFDs, including:

1.    Client Reporting: Streamlining the process of generating detailed and actionable client reports.

2.    Business Dashboard: Providing MFDs with a comprehensive view of their business metrics and performance.

3.    Client Engagement: Facilitating better communication and interaction with clients.

4.    Online Mutual Fund Transactions: Enabling efficient and secure online transaction capabilities.

5.    Goal Planning: Assisting in the development of tailored financial goals and strategies for clients.

Over the review period, the number of MFD subscribers on the OFA platform increased from 5,677 to 5,994. Likewise, the platform's client base grew from 19.12 Lakhs to 20.62 Lakhs.

Total revenue for the fiscal year 2023-24 rose by 17.07% year-over-year, reaching ' 6.75 Crores up from ' 5.76 Crores in the previous year and the Company shifted from a net loss of ' 66.95 Lakhs in 2022-23 to a profit after tax (PAT) of ' 72.99 Lakhs in 2023-24.

3. Freedom Wealth Solutions Private Limited (FWSPL)

Freedom Wealth Solutions Private Limited (FWSPL), primarily engaged in fund deployments, reports that it does not have active business operations distinct from its investment activities. The Company's revenue primarily stems from interest income. For the fiscal year 2023-24, total revenue declined to ' 0.46 Crores from ' 0.58 Crores in the previous year. Profit after Tax (PAT) also decreased, standing at ' 0.24 Crores for 2023-24, compared to ' 0.37 Crores in 2022-23.

Approval of Financial Statements for the year Ending March 31, 2024

In compliance with the applicable provisions of the Companies Act, 2013, read alongside the SEBI Listing Regulations, 2015, and relevant Indian Accounting Standards ("Ind AS"), the Board of Directors approved the audited standalone financial statements for the financial year ending March 31, 2024, during their meeting on April 12, 2024. Concurrently, the audited consolidated financial statements of the Company and its subsidiaries for the fiscal year were also approved. These audited financial statements are included in the Annual Report as mandated by Section 129 of the Act.

The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1, is annexed as Annexure - I. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

Further, in alignment with the stipulations of Section 136 of the Act, the Annual Report, audited financial statements, and other related documents have been made available on the Company's website. Shareholders may access these documents at [Anand Rathi Wealth Investor Relations] https://anandrathiwealth.in/Investor-relations.php. Those interested can either download these documents from the website or request physical copies by contacting the Company directly. Additionally, these documents are available for inspection both at the Company's registered office and electronically. Shareholders may arrange an inspection by emailing csarwsl@ rathi.com.

The Company's Policy for Determining Material Subsidiary is also accessible on the same website. During the year under review, the Company does not have any material subsidiary.

It is noted that the Company does not have any associate, joint venture, or holding company relationships.

11.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a dedicated section of this report. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by the Company during the period.

12.    CORPORATE SOCIAL RESPONSIBILITY

In line with Section 135 of the Companies Act, 2013, Anand Rathi Wealth Limited has established a Corporate Social Responsibility (CSR) Committee. The primary role of this committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure, and oversee the execution and effectiveness of these initiatives.

The CSR Committee is chaired by Mr Anand Rathi and includes Mr Pradeep Navratan Gupta and Ms Sudha Pravin Navandar as members. The Company Secretary serves as the secretary to the committee, ensuring proper documentation and compliance with regulatory requirements.

The Board of Directors, along with the CSR Committee, actively reviews and monitors the CSR activities

implemented by the Company. During the year under review, our CSR initiatives were executed in accordance with the annual action plan previously approved by the Board. These activities, which are distinctly separate from our normal business operations, focus on pivotal and relevant areas such as livelihood and financial inclusion, animal welfare, agriculture, community developement, education, and healthcare. Our aim is to continue focusing on these areas to achieve meaningful and positive outcomes that contribute to the Sustainable Development Goals.

Our approach to CSR goes beyond mere financial contributions; as experts in the financial sector, we are committed to leveraging our core competencies and expertise to make a significant social impact. This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure - II.

Furthermore, our CSR policy outlines the guidelines and processes for undertaking CSR activities. This policy is accessible to all stakeholders on the Company's website at https://www.anandrathiwealth.in/Investor-relations.php, ensuring transparency and accessibility in how we approach our social responsibilities.

13.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations 2015, the Business Responsibility and Sustainability Report (BRSR) detailing the initiatives undertaken by the Company is included as a part of this Annual Report. Consistent with the mandates of the SEBI Listing Regulations, 2015, this report is also available on the Company's website for broader access. Stakeholders interested in understanding our commitment to sustainable business practices and corporate responsibility can view the BRSR at https:// www.anandrathiwealth.in/Investor-relations.php. This accessibility ensures transparency and provides insights into how our operations align with broader environmental and social goals.

14.    CORPORATE GOVERNANCE

Anand Rathi Wealth Limited is dedicated to maintaining the highest standards of corporate governance, as mandated by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. Our commitment to these standards underpins our corporate integrity and accountability to all stakeholders.

In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations 2015, we have included a comprehensive Report on Corporate Governance within this annual report. This section details our adherence to the governance practices prescribed by SEBI and showcases our dedication to transparency and ethical management.

Further demonstrating our compliance, a certificate from M/s. Rathi and Associates, Company Secretaries based in Mumbai, has been obtained. This certificate confirms our adherence to the conditions of corporate governance stipulated under the SEBI Listing Regulations. For detailed verification and reference, this certificate is attached as Annexure - III to this report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors of Anand Rathi Wealth Limited affirm the following in relation to the fiscal year just concluded:

•    Adherence to Accounting Standards: The preparation of the annual accounts was in strict conformity with the applicable accounting standards. Any material departures have been duly explained, ensuring transparency and clarity.

•    Selection and Application of Accounting Policies: The directors selected and applied accounting policies consistently. Judgments and estimates made were both reasonable and prudent, aimed at presenting a true and fair view of the Company's state of affairs as of the fiscal year-end, and of the profit for the year.

•    Maintenance of Adequate Accounting Records: Adequate accounting records have been maintained in accordance with the provisions of the Companies Act, 2013. This diligence assists in safeguarding the assets of the Company and aids in the prevention and detection of fraud and other irregularities.

•    Preparation of Accounts on a Going Concern Basis: The annual accounts were prepared on a going concern basis, reflecting the directors' confidence in the Company's ability to continue its operations in the foreseeable future.

•    Internal Financial Controls: The directors have established and maintained robust internal financial controls that the Company follows.

These controls are deemed adequate and have been assessed to be operating effectively.

• Compliance Systems: Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and these systems have been evaluated to be adequate and effective.

These confirmations reflect the directors' commitment to high standards of governance and integrity in the management of the Company's affairs.

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

In compliance with Section 134(3)(m) of the Companies Act, as elaborated by Rule 8 of the Companies (Accounts) Rules, 2014, we provide an annual disclosure on key operational aspects, namely energy conservation, technology absorption, and foreign exchange earnings and outgo.

Energy Conservation

Our firm, along with its subsidiaries, primarily offers financial services—a sector not traditionally associated with high energy consumption. Despite this, we continuously explore avenues to reduce our operational carbon footprint, although the direct impact remains minimal due to the nature of our business activities.

Technology Absorption and Innovation

We operate on a technology-driven model, encompassing an in-house team dedicated to innovation and digital infrastructure. Our commitment to technology underpins our strategy to enhance wealth management services and elevate client servicing through superior engagement platforms. Each segment of our operation, from back office processes to client-facing interfaces, is supported by proprietary technology developed internally using advanced, scalable frameworks.

The introduction of 'Workstation', a comprehensive web and mobile platform for our Relationship Managers (RMs), exemplifies our innovative approach. This tool not only facilitates seamless access to client data and transaction capabilities but also integrates daily internal workflows, such as RM and specialist collaborations, into a singular digital environment.

Moreover, our investment in a fully cloud-based infrastructure allows us to scale operations efficiently while maintaining robust security measures against cyber threats. Current development efforts are focused on enhancing user autonomy through advanced selfservice options, such as chatbots and analytical tools, which enable our product teams to refine advisory services and further enrich client interactions.

Research and Development (R&D)

The Company's R&D endeavors are concentrated on the continuous evaluation of financial products, economic trends, and industry developments. Our dedicated team, comprising over 80 research analysts, works closely with RMs to ensure that insights are effectively translated into actionable strategies for our clients.

Foreign Exchange Earnings and Outgo

The financial year witnessed minimal foreign exchange earnings, maintaining the previous year's figure at nil. However, our foreign exchange expenditure saw a significant increase to ' 25.66 Crores from ' 12.98 Crores in the preceding year, underscoring a heightened activity in global financial engagements that align with our expanding market strategy.

17.    DISCLOSURE OF EMPLOYEES UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In adherence to Section 197(12) of the Companies Act 2013, complemented by Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detailed information regarding remuneration and other relevant details of managerial personnel is encapsulated in Annexure-IV, which is an integral component of this annual report.

Moreover, the report encompasses a comprehensive statement detailing the names and other pertinent particulars of employees, as mandated by Rules 5(2) and 5(3) of the aforementioned regulations. However, in accordance with Section 136 of the Act and the stated rules, the annual report and financial statements dispatched to shareholders and other stakeholders do not include this specific employee statement. Shareholders who wish to review this information may request a copy by contacting the Company Secretary at [email protected].

18.    PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As stipulated in our corporate governance protocols, the particulars of investments made, as well

as loans issued and guarantees provided, are meticulously documented within the Standalone Financial Statements. These details are organised under relevant headings to ensure clarity and ease of access for stakeholders. This comprehensive documentation forms a crucial part of our Annual Report, reflecting our commitment to transparency and regulatory compliance. Each entry is detailed to afford shareholders a clear understanding of the Company's financial allocations and risk management strategies.

19.    ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act 2013, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased to announce that the Annual Return (MGT-7) of the Company as of March 31, 2024, is now accessible on our website (https:// www.anandrathiwealth.in/Investor-relations.php). Stakeholders are invited to review the document at Anand Rathi Wealth's Investor Relations page. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

20.    VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In strict compliance with Section 177(9) and (10) of the Companies Act, 2013, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI Listing Regulations 2015, our Company has instituted a comprehensive Vigil Mechanism and Whistleblower Policy. This framework is designed to empower our directors, employees, and other stakeholders to confidentially report any unethical behavior, fraud, violations of our code of conduct, or other misdemeanors within the organisation, thereby safeguarding against victimization and promoting an ethical workplace.

Our commitment to fostering a transparent and trustworthy environment encourages open communication. Employees are assured they can express concerns without fear of reprisal, ensuring a secure and supportive atmosphere for voicing grievances.

While the past fiscal year did not witness any whistleblower complaints, the accessibility of our Audit Committee continues unabated, prepared to address any future concerns that may arise.

For further information, the details of the Whistleblower Policy are publicly available on our corporate website at https://www.anandrathiwealth. in/Investor-relations.php .

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

The Company steadfastly commits to fostering a work environment where every female employee is treated with dignity and respect, ensuring equitable treatment across all levels. Recognising the critical importance of inclusivity, we are dedicated to creating a workplace that not only supports the professional growth of women but also promotes equality of opportunity, thereby cultivating a more diverse and inclusive environment.

In line with this commitment, the Directors are pleased to report the robust implementation of the Policy for Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace. This policy, supported by an Internal Complaint Committee, is structured in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It underscores our proactive stance in addressing and mitigating issues of sexual harassment, ensuring a safe and supportive atmosphere for all employees.

Reflective of the efficacy of these measures, it is noteworthy that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace Act, 2013. This underscores our ongoing commitment to maintaining a respectful and secure work environment.

22.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has established a comprehensive Policy on Related Party Transactions (RPT Policy), which has received approval from the Board of Directors. This policy meticulously outlines the procedures for identifying related party transactions, securing necessary approvals from the Audit Committee, the Board, or Shareholders, and fulfilling reporting and disclosure requirements. These measures are in strict compliance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, 2015.

During the year under review, all contracts, arrangements, or transactions with related parties were conducted in the ordinary course of business and on an arm's length basis. These transactions were fully compliant with the relevant provisions of the Companies Act, 2013, and its accompanying rules.

The Audit Committee has reviewed all Related Party Transactions. An omnibus approval was secured in advance for transactions that were either unforeseen or repetitive in nature, ensuring a streamlined process and adherence to regulatory requirements.

Details of material contracts or arrangements or transactions conducted on an arm's length basis are disclosed in the prescribed form AOC-2, annexed as Annexure-V, and form an integral part of this report.

Additionally, comprehensive disclosures on related party transactions as required under IND AS-24 and Schedule V of the SEBI Listing Regulations, including the names of the related parties and specifics of the transactions, are provided in the financial statements. Members seeking further details are encouraged to refer to the notes accompanying the Standalone Financial Statements.

23. INTERNAL FINANCIAL CONTROL

The Company maintains robust internal financial control systems that are both proper and adequate, tailored to match the nature of our business, the scale of our operations, and their inherent complexities. These systems are pivotal in bolstering the reliability of our financial reporting and ensuring stringent compliance with pertinent laws and regulations.

Our internal controls comprise a comprehensive set of policies and procedures designed to safeguard assets and enhance the accuracy and reliability of our financial statements. These measures are critical in mitigating risks and preventing errors and fraud within financial processes.

The implemented policies and procedures ensure the economical acquisition and efficient use of resources, while also providing adequate protection of the Company's assets. This strategic approach not only optimises resource utilization but also shields the organisation from potential risks, thereby strengthening corporate governance and operational efficiency.

The effectiveness of these internal controls is regularly reviewed by the Audit Committee to ensure they meet

our strategic objectives and adapt to any changes in operational scope or regulatory requirements.

24.    RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

Risk management is intricately woven into the operational framework of the Company to identify, assess, and mitigate potential threats, thereby ensuring seamless business operations. We recognise that effective risk management is pivotal in maximising returns by enabling informed and strategic decision-making.

The Company's proactive risk management strategy is characterised by periodic reviews, robust mitigation controls, and a structured reporting mechanism, all of which serve to enhance the effectiveness of our overall risk management efforts. Key business risks and their mitigation strategies are routinely incorporated into our annual and strategic business planning processes as well as during periodic management reviews.

In compliance with the provisions of the SEBI Listing Regulations, our Board of Directors has established a dedicated Risk Management Committee. This committee is tasked with overseeing the management and mitigation of risks to safeguard stakeholder interests and to ensure the achievement of our business objectives. The Risk Management Committee actively monitors and reviews the Company's risk management plans and performs other related functions, maintaining a dynamic approach to adapting and evolving these strategies in response to new challenges and opportunities.

25.    RISK MANAGEMENT REPORT

In accordance with the provisions of Section 134 of the Companies Act 2013, the detailed risk management report is incorporated within the Management Discussion and Analysis Report. This section elucidates our strategic approach to risk assessment and mitigation, reflecting our commitment to transparency and proactive management in safeguarding against potential challenges.

26.    BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGSBoard of Directors

The Board of Directors ("Board") of the Company is carefully structured to achieve an optimal balance, consisting of executive and non-executive directors, including an Independent Woman Director. This composition adheres strictly to the current provisions

of the Companies Act and the SEBI Listing Regulations, 2015, ensuring compliance with governance standards.

The Board epitomises a blend of professionalism, knowledge, and experience, contributing significantly to the strategic direction of the Company. Our Independent Directors are particularly noted for their professional integrity, as well as their extensive expertise and experience, which are invaluable to our leadership framework.

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

The current members of the Board include:

Sl. No.	Name of the Director	Designation	Date of Appointment
1	Mr Anand Rathi	Chairman & Non-Executive Director	March 18, 2005
2	Mr Pradeep Navratan Gupta	Non-Executive Director	March 18, 2005
3	Mr Rakesh Rawal	Whole-time Director & CEO	April 01,2017
4	Mr Mohan Vasant Tanksale	Independent Director	February 06, 2018
5	Mr Kishan Gopal Somani	Independent Director	March 15, 2018
6	Mr Ramesh Chandak	Independent Director	March 15, 2018
7	Ms Sudha Pravin Navandar	Independent Director	March 15, 2018

Board Committees

In compliance with the applicable provisions of the Companies Act, 2013, the Board has established the following committees to ensure rigorous governance and effective oversight of the Company's operations:

SI. No.	Name of Committee	Name of Member	Category	Date of Appointment	Date of Cessation
1	Audit Committee	Mr Mohan Vasant Tanksale	Non-Executive - Independent Director, Chairperson	March 15, 2018	-
Â	Â	Mr Anand Rathi	Non-Executive - Non Independent Director, Member	October 12, 2021	-
Â	Â	Ms Sudha Pravin Navandar	Non-Executive - Independent Director, Member	March 15, 2018	-
Â	Â	Mr Ramesh Chandak	Non-Executive - Independent Director, Member	October 12, 2021	-
Â	Â	Mr Kishan Gopal Somani	Non-Executive - Independent Director, Member	October 12, 2021	-
2	Nomination and	Mr Kishan Gopal Somani	Non-Executive - Independent Director, Chairperson	March 15, 2018	-
Â	Remuneration Committee	Mr Anand Rathi	Non-Executive - Non Independent Director, Member	March 15, 2018	-
Â	Â	Mr Ramesh Chandak	Non-Executive - Independent Director, Member	March 15, 2018	-
Â	Â	Ms Sudha Pravin Navandar	Non-Executive - Independent Director, Member	October 13, 2022	-
3	Stakeholders Relationship	Mr Ramesh Chandak	Non-Executive - Independent Director, Chairperson	March 15, 2018	-
Â	Committee	Mr Anand Rathi	Non-Executive - Non Independent Director, Member	October 13, 2022	-
Â	Â	Mr Pradeep Navratan Gupta	Non-Executive - Non Independent Director, Member	March 15, 2018	-

SI. No.	Name of Committee	Name of Member	Category	Date of Appointment	Date of Cessation
4	Risk Management	Mr Anand Rathi	Non-Executive - Non Independent Director, Chairperson	July 16, 2021	-
Â	Committee	Mr Pradeep Navratan Gupta	Non-Executive - Non Independent Director, Member	July 16, 2021	-
Â	Â	Ms Sudha Pravin Navandar	Non-Executive - Independent Director, Member	July 16, 2021	Â
Â	Â	Mr Mohan Vasant Tanksale	Non-Executive - Independent Director, Member	July 16, 2021	-
Â	Â	Mr Ramesh Chandak	Non-Executive - Independent Director, Member	July 16, 2021	-
Â	Â	Mr Rajesh Bhutara	Chief Financial Officer, Member	July 16, 2021	-
5	Corporate Social	Mr Anand Rathi	Non-Executive - Non-Independent Director, Chairperson	March 15, 2018	-
Â	Responsibility Committee	Mr Pradeep Navratan Gupta	Non-Executive - Non Independent Director, Member	March 15, 2018	-
Â	Â	Ms Sudha Pravin Navandar	Non-Executive - Independent Director, Member	March 15, 2018	-

The Board is proactive in providing strategic guidance and fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

The composition, role, terms of reference, and powers of the aforementioned committees are meticulously aligned with the requirements of the Companies Act, 2013, and the SEBI Listing Regulations, 2015. This ensures that all committees function within the stipulated legal framework, reinforcing our commitment to rigorous corporate governance.

Additionally, to streamline the management of day-today administrative and routine matters, the Board has established various management-level committees. These committees are composed of senior executives from the Company and its group entities, enabling efficient decision-making and operational agility.

Key Managerial Personnel (KMP)

As of the date of this report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013, include Mr Rakesh Rawal, serving as Whole-time Director & Chief Executive Officer, Mr Rajesh Bhutara as Chief Financial Officer and Ms Jaee Sarwankar as Company Secretary & Compliance Officer.

Appointment/ Re-appointment and cessation of Directors and Key Managerial Personnel

The Company witnessed the following changes in its key managerial personnel over the past year:

A)    Mr Rakesh Rawal (DIN: 02839168), re-appointment as Whole-time Director and Chief Executive Officer of the Company w.e.f. April 01, 2023.

B)    Mr Nitesh Tanwar resigned from his role as Company Secretary & Compliance Officer w.e.f. March 11, 2024. Mr Tanwar had initially joined the Company in this capacity on October 13, 2022.

C)    Ms Jaee Sarwankar has been appointed as Company Secretary & Compliance Officer w.e.f April 12, 2024

Directors Retiring by Rotation

In line with Section 152 of the Companies Act 2013, the Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr Anand Rathi (DIN: 00112853), a NonExecutive Director, is due to retire by rotation at the upcoming Annual General Meeting. Mr Rathi, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment, acknowledging his invaluable contributions to the board and the Company at large.

It may be noted that Shareholders of the Company approved continuation of Mr Anand Rathi as Non - Executive Director of the Company after attaining the age of 75 years in their meeting dated Thursday, July 15,2021 pursuant to Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 and other applicable provisions.

Board and Committee Meetings Overview

Throughout the reviewed fiscal year, the Board, its Committees, and the Independent Directors convened on multiple occasions. These meetings focused on strategic discussions, decision-making, and directives regarding various aspects of the Company's business operations and related matters, ensuring robust governance and adherence to our strategic objectives.

S. No.	Body	Numbers of times met during the year	Dates
1	Board	4	April 12, 2023, July 12, 2023, October 12, 2023, January 12, 2024
2	Audit Committee	4	April 12, 2023, July 12, 2023, October 12, 2023, January 12, 2024
3	CSR Committee	2	April 12, 2023, January 12, 2024
4	Nomination and Remuneration Committee	3	April 12, 2023, July 12, 2023, January 12, 2024
5	Stakeholders Relationship Committee	1	January 12, 2024
6	Risk Management Committee	2	July 11,2023, January 06, 2024

The frequency and number of the aforementioned Board and committee meetings are in strict compliance with the applicable provisions of the Companies Act, 2013. A comprehensive disclosure regarding the Board, its committees, their composition, and terms of reference, along with the number of board and committee meetings held and the attendance of directors at each meeting, is meticulously detailed in the Report on Corporate Governance. This report is an integral part of the main document, underscoring our commitment to transparency and governance.

Annual General Meeting/Extra-Ordinary General Meetings

Last year, the Company conducted its Annual General Meeting on June 5, 2023.

Annual Performance Evaluation

In compliance with Section 178 and Schedule IV of the Companies Act, 2013, as well as the SEBI Listing Regulations, 2015, a thorough annual performance evaluation has been conducted for the Board, its various committees, and individual directors, including the Chairman, Whole Time Director, Executive Directors, Non-Executive Director, and Independent Directors. This evaluation was meticulously executed by the Nomination and Remuneration Committee.

Independent Directors' Review Meeting

A separate meeting of the Independent Directors was convened to assess the performance of NonIndependent Directors and the effectiveness of the Board and its committees collectively. During this session, a comprehensive questionnaire designed to probe various aspects of Board operations was distributed among the Directors. The evaluation criteria for Independent Directors encompassed their level of engagement in meetings, interpersonal skills, understanding of the business and its subsidiaries, capacity for independent judgment, expertise, and adherence to the compliance framework.

Evaluation Outcomes and Board Feedback

The responses to the questionnaire were carefully analyzed, and a consolidated report was prepared and presented to the Nomination and Remuneration Committee and the Board. This report aims to enhance the Board's effectiveness based on the feedback received. The Directors have expressed their satisfaction with the thoroughness of the evaluation process, affirming its role in reinforcing the Board's overall governance and operational efficiency.

Declaration by Independent Directors under SubSection (6) Of Section 149

All independent directors of the Company have submitted the requisite declarations confirming their

ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA). The Board, based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company.

Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Companies Act, 2013.

27.    STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act 2013, M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formerly "Khimji Kunverji & Co. LLP"), with Registration No. 105146W/W100621, were reappointed as the Statutory Auditors of the Company for a second term of five years. This re-appointment occurred at the 27^th Annual General Meeting of the members held on August 12, 2022. The remuneration for the auditors has been mutually agreed upon by the Board of Directors and the Statutory Auditors. They will continue to serve in this capacity until the conclusion of the 32^nd Annual General Meeting, scheduled for 2027.

M/s KKC & Associates LLP have also confirmed their ongoing compliance with the criteria set out in Section 141 of the Act, affirming that their appointment is within the limits prescribed under Section 141(3) (g) of the Act. This ensures that they maintain the required independence and eligibility to continue as the Company's auditors without any statutory disqualifications.

28.    STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report for the fiscal year, conducted by M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formerly "Khimji Kunverji & Co. LLP"), on both the standalone and consolidated financial statements of the Company, is included in the Annual Report. Notably, the report is free from any qualifications, reservations, or adverse remarks, underscoring the robustness of our financial practices.

The notes to the accounts, as referenced in the Auditors' Report, are comprehensive and self-explanatory, negating the need for additional clarifications under Section 134(3)(f) of the Companies Act, 2013. Furthermore, in accordance with Section 143(12) of the Act, the Statutory Auditors have not identified or reported any instances of fraud committed within the Company by its officers or employees, affirming the integrity of our operational procedures.

29.    SECRETARIAL AUDITOR AND THEIR REPORT

The notes to the accounts, as referenced in the Auditors' Report, are comprehensive and self-explanatory, negating the need for additional clarifications under Section 134(3)(f) of the Companies Act, 2013. Furthermore, in accordance with Section 143(12) of the Act, the Statutory Auditors have not identified or reported any instances of fraud committed within the Company by its officers or employees, affirming the integrity of our operational procedures.

In compliance with Section 204 of the Companies Act, 2013 and its corresponding rules, M/s. Rathi and Associates, Company Secretaries, were appointed to perform the Secretarial Audit of the Company for the fiscal year under review. The findings of the audit are detailed in the Secretarial Audit Report, which is attached herewith as Annexure -VI. This report is a crucial component of this Annual Report and confirms that there were no qualifications noted.

30.    COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that Anand Rathi Wealth Limited has adhered to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. This affirmation reflects the Company's commitment to maintaining the highest standards of corporate governance.

31.    PUBLIC DEPOSITS

Throughout the fiscal year under review, Anand Rathi Wealth Limited has neither invited nor accepted any deposits from the public, in accordance with Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

32.    MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

As detailed in the financial statements of Anand Rathi Wealth Limited, there have been no material changes or commitments that would affect the financial position of the Company from the end of the fiscal year in question to the date of this report, except as disclosed therein. This statement attests to the stability and continuity of our financial operations.

33.    MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

Throughout the fiscal year under review, there have been no significant or material orders passed by any regulators, courts, or tribunals that could impact the going concern status or future operations of Anand Rathi Wealth Limited.

34.    MATERIAL DEVELOPMENT

During the fiscal year under review, the shareholders approved a special resolution via postal ballot to amend the Memorandum of Association. This amendment introduces a new clause, enabling Anand Rathi Wealth Limited to expand its business scope. The Company is now authorised to engage in activities as investment bankers, portfolio managers, wealth managers, and financial consultants. Additionally, it can provide management consulting, advisory services, and financial facilities of various descriptions. This strategic enhancement is designed to diversify our offerings and strengthen our market position.

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

The Board of Directors has established comprehensive criteria for the appointment of Directors and their remuneration. These criteria encompass qualifications, positive attributes, and the independence of directors, as mandated under sub-section (3) of Section 178 of the Companies Act, 2013. This forms a critical part of the Nomination and Remuneration Policy (NRC Policy) of Anand Rathi Wealth Limited.

The NRC Policy is designed to foster a compensation structure that balances fixed and variable pay, aligning with both short-term and long-term performance objectives that support the strategic direction and operational execution of the Company. This policy not only aims to attract and retain top talent but also ensures that remuneration practices are aligned with the Company's objectives and shareholder interests.

The full text of the NRC Policy is available as Annexure - VII in this report and can also be accessed on the Company's website at Anand Rathi Wealth Investor Relations.

36.    MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

In the fiscal year 2023-2024, Anand Rathi Wealth Limited has relocated the maintenance of its books of accounts from the registered office to a new location. Effective from January 12, 2024, the Company's books of accounts will be kept at CYB-2 Cyber Park, Heavy Industrial Area, Jodhpur, Rajasthan - 342001. This strategic move is aimed at optimising our accounting and administrative operations.

37.    OTHER DISCLOSURES

Throughout the fiscal year under review, we maintained operational and financial stability, marked by several key continuities and compliances:

•    There were no changes in the nature of the business, ensuring consistency in our operations and strategic focus.

•    The financial statements of the Company remained unaltered, reflecting our commitment to transparency and accuracy in financial reporting.

•    The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

•    There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

•    The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

38. ACKNOWLEDGEMENT

The Board of Directors extends its sincere gratitude to the Securities and Exchange Board of India, BSE Limited, National Stock Exchange Limited, and the Ministry of Corporate Affairs, along with other government and regulatory authorities, for their continued support throughout the year. We also deeply appreciate the trust and confidence placed in us by our stakeholders, which is essential to our success.

Further, the Board acknowledges with great appreciation the efforts and dedication of all our employees across the Company and its subsidiaries. Their commitment has been crucial in driving profitable growth during the fiscal year under review.

We look forward to your continued support and cooperation as we advance towards our future objectives.

---

Mar 31, 2023

The Directors of your Company have the pleasure in presenting the 28^th report together with the audited financial statements for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

Standalone Financial Performance:

('' in Crores)
Particulars	2022-23	2021-22
Total Revenue	537.64	408.95
Total Operating Expenses	295.93	230.25
Profit before Interest, Depreciation, Taxation	241.71	178.70
Interest	3.9	2.01
Depreciation	11.55	10.73
Profit before Taxation	226.26	165.96
Tax Expenses	58.08	40.51
Net Profit for the year	168.18	125.45
Earnings per share on equity shares of '' 5 each
Basic (in '')	40.36	30.18
Diluted (in '')	40.18	30.05
Consolidated Financial Performance:		('' in Crores)
Particulars	2022-23	2021-22
Total Revenue	558.33	425.22
Total Operating Expenses	309.90	240.20
Profit before Interest, Depreciation, Taxation	248.43	185.02
Interest	3.93	2.02
Depreciation	16.61	15.65
Profit before taxation	227.89	167.35
Tax Expenses	59.66	40.79
Net Profit for the year	168.60	126.80
Earnings per share on equity shares of '' 5 each
Basic (in '')	40.46	30.50
Diluted (in '')	40.28	30.38
2. REVIEW OF FINANCIAL PERFORMANCE
During the year under review, your Company''s standalone revenue was '' 537.64 Crores as against '' 408.95 Crores in 2021-22, an increase of 31% Y-o-Y. The Company has earned Net profit after tax of '' 168.18 Crores versus '' 125.45 Crores in 2021-22, registering a Y-o-Y growth of 34%.
Key Ratios (Standalone)	2022-23	2021-22
PBT Margin	42.69%	41.11%
Net profit Margin	31.73%	31.08%
Return on Equity	37.98%	37.99%
Debt/Equity Ratio	0.03	0.07

Amidst geopolitical tension, higher inflation, and the higher interest rate environment, we have delivered a strong performance across all the variables. The Company''s standalone AUM was at an all-time high at '' 37,942 Crores as of March 31, 2023, 18% Y-o-Y. This results from solid growth in our client base and net new money (net flows) we received from our clients. Despite the market volatility, our client base increased by 18% Y-o-Y to 8,352 active client families as of March 31, 2023 and net flows for the full financial year grew by 78% Y-o-Y to '' 4,896 Crores.

The Company is amongst one of the top three in terms of gross commissions earned among non-bank mutual fund distributers and top in the direct delivery to client category for last four years continuously.

The key highlights for 2022-23 are as follows: -

- Highest ever Annual Revenue and Profit

- Highest ever Net worth and Balance Sheet size - crossing '' 600 Crores mark

- Highest ever dividend paid

- Highest ever net mobilisation

During the year under review, your Company''s consolidated revenue was '' 558.33 Crores as against '' 425.22 Crores in 2021-22, an increase of 31% Y-o-Y. The Company has earned Net profit after tax of '' 168.60 Crores versus '' 126.80 Crores in 2021-22, registering a Y-o-Y growth of 33%.

Key Ratios (Consolidated)	2022-23	2021-22
PBT Margin	41.54%	40.09%
Net profit Margin	30.66%	30.32%
Return on Equity	41.44%	43.33%
Debt/Equity Ratio	0.04	0.07

3. DIVIDEND

During the year, the Company had declared and paid an interim dividend of '' 5.00 per equity share (100% of face value) in addition to final dividend of '' 6/- per shares related to the financial year 2021-22. The Board has now recommended a final dividend of '' 7.00 per Equity Share (140 % of face value) of '' 5 each for the financial year ended March 31, 2023, for the approval of the Shareholders at the ensuing Annual General meeting. The Final dividend, if declared, will be paid after the Annual General Meeting. Total dividend for the year would be '' 12/- per equity shares, constituting 240% of the face value of '' 5/- per shares. The dividend pay-out ratio for the year ended March 31, 2023 is 29.7% in line with our dividend distribution policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), the Company has adopted the Dividend Distribution Policy. The dividends declared were in accordance with the principles and criteria as set out in the Dividend Distribution Policy. The Dividend Distribution Policy is available on the website at https:// anandrathiwealth.in/Investorrelations.php

Unclaimed Dividend on Shares

As at March 31, 2023, unclaimed dividend amounting to '' 0.07 Crore which has not been claimed by shareholders of the Company, is lying in the respective Unpaid Dividend Accounts of the Company.

Your Company has disclosed the statement containing the names, DP id/Clients Id number, number of share held and amount of those shareholders where the dividend is unpaid on the Company''s website at https://anandrathiwealth.in/Investorrelations.php

4. AWARDS

I n recognition to the services rendered in the wealth management space, the Company and the senior management team has recognised by the following awards during 2022-23:

Award	Organiser	Awardee
Great Place to Work	Great Place to Work (Oct 2022 to Oct 2023)	Anand Rathi Wealth Limited
Most Influential Financial Services Marketing Professional	CMO Asia	Feroze Azeez
BFSI Most Admired Professionals	World BFSI Congress and Leadership	Amitabh Lara
BFSI Most Admired Professionals	World BFSI Congress and Leadership	Aarti Desikan

5. SHARE CAPITAL

The total paid-up share capital of the Company as on March 31, 2023, was '' 208,441,235/- divided into 41,688,247 equity shares of face value '' 5/-each, increased from '' 208,081,135/- divided into 41,616,227 equity shares of face value '' 5/- each, as on March 31,2022. The increase in share capital was due to issue of 72,020 equity shares pursuant to exercise of employee stock options during the year.

6. EMPLOYEE STOCK OPTION SCHEMES

The Company had earlier implemented Two Employee Stock Options (ESOP) Schemes, namely "Employees Stock Option Plan 2017" ("ESOP 2017"), and "Employees Stock Option Plan 2018" ("ESOP 2018"). The schemes acts as a retention tool and helps to promote a culture of ownership among employees. There was no change in the aforesaid ESOP schemes during the financial year under review and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

During the year under review, the Company has introduced a new Employees Stock Option Scheme named "ANAND RATHI - Employees Stock Option Plan 2022" and the nomination and remuneration committee, granted 88,030 options in aggregate under ANAND RATHI - Employees Stock Option Plan 2022.

All the aforesaid Schemes are in compliance with applicable ESOP Regulations. The Company has obtained a certificate from the M/s Rathi and Associates, Secretarial Auditor, to the effect that the Schemes have been implemented in accordance with the applicable ESOP Regulations, and the same shall be available on the Company''s website at https://anandrathiwealth.in/ Investorrelations.php and for inspection without any fee by the members of the Company, on all working days at the registered office of the Company upto the date of the Annual General Meeting ("AGM") and would also be placed at the ensuing AGM for inspection by members through electronic means.

The disclosure as required under the applicable ESOP regulations for the aforesaid schemes, in respect of the financial year ended March 31, 2023, is placed on the website of the Company at https://anandrathiwealth. in/Investorrelations.php

7. TRANSFER TO RESERVES

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

8. INDUSTRY OVERVIEW

For India, 2022-23 was special. It marked the 75^th year of India''s Independence. India became the world''s fifth largest economy, measured in current dollars. In real terms, the economy is expected to grow at 7% for 2022-23, this follows an 8.7% real growth in 2021-22.

The Indian economy has made remarkable progress since the onset of the pandemic and has fully recovered in 2021-22. This sets India on a path to resume its pre-pandemic growth trajectory in 2022-23. However, India like other global economies has been having high inflation this year. Despite efforts by the government and RBI, and a decrease in global commodity prices, retail inflation only fell below the RBI''s upper tolerance target in November 2022.

India has the lowest mutual fund penetration globally, the mutual fund industry in the country provides huge scope for growth and development. The total AUM to GDP ratio of India stands at a mere 16%, way below the global average of 63%. Countries like the US have AUM to GDP ratios of over 100%. Real estate and gold have become less attractive forms of investments post demonetisation.

Historically, Indian households have been quite risk-averse and wary of investing their savings into volatile or uncertain return-based assets. Pursuing safe bets has always driven India towards investing in physical assets like gold and real estate.

However, this pattern is slowly changing. Also, the country has seen a significant shift in attitude from capital preservation to wealth creation. Robust economic expansion and substantial growth in per-capita income will drive the pace of wealth creation in India, where financial savings are gradually increasing with an increase in GDP.

India enjoys one of the world''s fastest-growing HNI populations both in terms of the number of individuals and wealth levels. The number of HNIs (US$ 1 Million ) is expected to almost double at a CAGR of 12% from 7.97 Lakhs in 2021 to 14.07 Lakhs in 2025.

HNIs in India are increasingly inclined towards equity and equity-linked Instruments. They are keen on reducing exposure to real estate and gold and even looking at reducing debt allocation in pursuit of higher returns that comfortably beat inflation.

Given the favourable macroeconomic climate and the rise of local millionaires and billionaires, we believe there is a significant untapped market for the wealth management sector.

9. BUSINESS OVERVIEW

We are one of the leading wealth solutions firms in India catering to high and ultra-high net-worth individuals (HNI & UHNI). We have evolved into providing well defined uncomplicated wealth solution to our clients. We offer well researched solutions by facilitating investments in financial instruments through an objective-driven process. We provide services primarily through our flagship Private Wealth ("PW") vertical where we manage '' 37,942 Crores of AUM as on March 31, 2023.

We have achieved a dominant position in wealth and mutual fund distribution services space, with a focus on the growing HNI segment through an uncomplicated, holistic and standardised offering, delivered through an entrepreneurial team of private wealth professionals, known as Relationship Managers ("RM").

As of March 31, 2023, our PW vertical caters to 8,352 active client families, serviced by a team of 293 RMs. As on March 31, 2023, 63% of our Clients have been associated with us for over 3 years, representing 80% of our total PW AUM, which shows our strength in vintage of both clients and their AUM in our business.

We are currently present across 15 locations in India, namely, Mumbai, Bengaluru, Delhi, Gurugram, Hyderabad, Kolkata, Chennai, Pune, Chandigarh, Jodhpur, Noida, Ahmedabad, Vishakaptnam, Nagpur and Coimbatore and we have a representative office in Dubai.

The HNI segment of clients (i.e., individuals with net-worth between '' 5 - 50 Crores), is an attractive and underserved segment in terms of quality of service and creating a platform to serve this segment is often time consuming and difficult to build. In our experience, Clients belonging to the HNI segment appreciate the quality of personalised services we offer. Our client families have consistently grown with new family additions of 1,270 (net) in 2022-23.

Our process driven approach, aims to achieve consistent Client outcomes through a standardised investment strategy, augmenting our RM capability. With regards to selection of mutual funds for distribution, we have devised in-house methodologies select such funds which are expected to outperforms as a portfolio.

Non-principal-protected (Non-PP) Structured Products (Non-PP SPs) form an integral part of our model portfolios enabling predictable returns, with lower risk as compared to equity investment over a medium to long term period.

Our product mix of mutual funds and Non-PP SPs, provide an excellent solutions to our target client.

As part of our holistic approach to clients, we also facilitate Estate Planning through trust and WILLs as part of our core objectives, without charging any cost to our Clients. We also have in-house team of experts for the estate an succession plans. We also provide strategic tax advisory related to their investment portfolios. We have helped clients write about 1,000 WILLs and helped set up over 140 Private Family Trusts for them. This holistic approach to their wealth is highly appreciated by the clients. The events and vulnerabilities of the last Financial Year have increased our conviction on the importance of having a well-designed estate plan. Given the very strong strategic positioning and significant increase in high-net-worth individuals / families in the country, Our Company is well poised to register continuous growth in the years to come.

Total AUM of PW vertical have increased from '' 32,054 Crores as on March 31, 2022 to '' 37,942 Crores

as on March 31, 2023, an increase of 18%. Our net active client families have increased from 7,082 as of March 31, 2022 to 8,352 as of March 31, 2023 -registering a growth of 18% and number of RMs increased from 271 as of March 31, 2022 to 293 as of March 31, 2023.

Objectives

Our objectives are as follows:

1. Wealth Creation for our clients by targeting a return ranging between 12% to 14% p.a. that beats HNWI Inflation of about 7.5%.

2. To advise on tax planning to improve overall portfolio returns.

3. Creating liability free asset to safeguard against external risks.

4. Establishing a clearly laid out estate plan to ensure near zero transmission loss of wealth from one generation to the next.

Strategy:

1. Asset Allocation: Asset Allocation Decision is the most critical;

2. Product Selection: Out of 17 Different type of instruments available in the market place, based on Returns, Risk and Cost, currently only 3 (Equity Mutual Funds, Debt Mutual Funds and Non-PP SPs) are chosen to make portfolio uncomplicated and still get the desired returns;

3. Selection of Equity Mutual Funds: 14 Equity Mutual funds are selected from a universe of 584 in order to target an alpha of 2-3% p.a. over and above NIFTY 50;

4. Non-PP SPs in the Portfolio bring down risk significantly;

5. Formulating Trust and Creation of WILL to meet clients'' requirements in order to provide value addition by these ancillary services;

6. Policy of entrepreneurial culture for recruitment and retention of relationship managers.

Future Outlook

Indian equities have been one of the best-performing asset classes globally, supported by strong economic growth, good quality corporate earnings, and increasing investment in the Indian equity market both from foreign and domestic sources. Despite possibilities of near-term volatility, the outlook for the Indian equity market for the mid-term and long term looks very attractive. in spite of significant outflow of foreign portfolio flows from the secondary equity market in last two years, greater allocation of domestic households into equity assets has enabled the domestic institutions, especially the mutual funds, to largely compensate for the Foreign Institutional Investors (FII) outflow leading to resilience in the Indian equity market.

We offer wealth solutions to our clients from a longterm perspective, which has worked well in the past to achieve clients'' objectives during volatile market scenarios. We are confident that our strategies will continue to help our clients achieve their objectives.

The wealth management industry is growing well due to changing demographics, the influx of new generation potential investors, transitional global scenarios, and most importantly the rampant digitalisation.

The roadmap to provide strong long term growth visibility

by the Company can be placed as follows:

1) Penetration in the existing 8,350 client''s families. There is massive scope of increasing our wallet share.

2) Addition of new clients.

3) Addition of new relationship managers.

4) Return on investments get added to AUM.

All in all, with these 4 growth engines we expect to achieve

growth of 20% or more.

1. AR Digital Wealth Private Limited (‘ARDWPL''); -

Digital Wealth (DW) Vertical

Digital Wealth (DW) is a fin-tech extension of our proposition, based from the extensive learnings of our experience in the Private Wealth solutions space. With an idea to address the large mass affluent segment of the market with wealth solution delivered through a ‘phygital channel'' (a combination of human distributors empowered with technology), it seeks to build a scalable and profitable model using this blend of technological capabilities and human interface via online/ mobile based services delivered by employees and partners.

We have witnessed encouraging results in our attempt to build a ‘Partner''-led distribution model through which packaged wealth solutions are delivered. ‘Partners'' are Independent Financial Advisors (IFAs) and AMFI-registered Mutual Fund Distributors (MFDs) seeking to grow their business by taking the Anand Rathi brand, product research, selection and investment insights to their clients through an innovative, easy-to-use technology interface.

During the period under review, your company witnessed strong growth in Assets under Management (AUM), which increased by 23.29% Y-o-Y from '' 852 Crores as on March 31, 2022 to '' 1,051 Crores as on March 31, 2023. The numbers of clients also increased from 3,907 as on March 31,2022 to 4,249 as on March 31,2023, registering growth of 8.75% Y-o-Y.

Total revenue increased from '' 11.23 Crores in 2021-22 to '' 14.92 Crores in 2022-23. On account of benefit of operating leverage, the net profit increased by whopping 191% from '' 0.25 Crore in 2021-22 to '' 0.72 Crore in 2022-23.

2. FFreedom Intermediary Infrastructure Private Limited (‘FIINFRA'') - Omni Financial Advisors ("OFA") Vertical

Ffreedom Intermediary Infrastructure Private Limited ("FIINFRA") has built a digital Platform-as-a-Service (PAAS) model, "Omni Financial Advisor (OFA)", for assisting mutual fund distributors (MFDs) and their clients. OFA is one of the India''s leading technology platform for MFDs, in terms of number of subscribers, 5,650 as of March 31,2023.

OFA vertical provides a technology platform for MFDs to service their clients and grow their business. Among other things, this platform enables MFDs with unique features such as:

• Client reporting;

• Business dashboard;

• Client engagement;

• Online mutual fund transactions; and

• Goal planning

Number of MFDs subscribers on OFA platform increased from 5,343 as of March 31, 2022 to 5,677 as of March 31, 2023. Platform clients increased from 17.14 Lakhs as of March 31,2022 to 19.12 Lakhs as of March 31, 2023.

Total revenue grew by 6.65% Y-o-Y to '' 5.76 Crore in 2022-23 as compared to previous year revenue of '' 5.41 Crores. However, due to higher operating expenditure PBT declined from '' 1.16 Crore in 2021-22 to '' 0.58 Crore in 2022

23. On account of higher deferred tax adjustment, the Company reported net loss of '' 0.67 Crore in 2022-23 as compared to net profit of '' 0.87 Crore in 2021-22.

3. Freedom Wealth Solutions Private Limited (''FWSPL'');

The Company does not have any business operations. Its revenue is comprised on interest income on fund deployments. The total Revenue increased from '' 0.41 Crore in 2021-22 to '' 0.58 Crore in 2022-23. Profit after Tax stood at '' 0.37 Crore for 2022-23 against '' 0.24 Crore in 2021-22.

The Board of directors of the Company at their meeting held on March 20, 2023, has decided to sell entire shareholding in freedom Wealth Solution Private Limited. Your company is in the process for identifying the investors or buyer.

As per the provisions of the Act, read with applicable rules framed thereunder and SEBI Listing Regulations, 2015 and applicable Indian Accounting Standards ("Ind AS"), the Board of Directors at its meeting held on April 12, 2023, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2023 and the audited consolidated financial statements of the Company and its subsidiaries, for the financial year ended March 31, 2023. In accordance with Section 129 of the Act, the said audited financial statements form part of the Annual Report. The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1, is annexed as Annexure - I. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with the provisions of Section 136 of the Act, the Annual Report, the audited financial statements including the aforesaid audited

consolidated financial statements and other related documents, are placed on the website of the Company at http://anandrathiwealth.in/ Investorrelations.php.

The audited financial statements of the subsidiaries of the Company for the financial year ended March 31, 2023, are also available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php. The members may download the aforesaid documents from the Company''s website or may write to the Company for obtaining a copy of the same. Further, the aforesaid documents shall also be available for inspection by the shareholders at the registered office of the Company, during business hours on working days and through electronic mode. The members may request the same by sending an email to [email protected].

The Policy for Determining Material Subsidiary is available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php. During the year under review, AR digital Wealth Private Limited (''ARDWPL'') was the material subsidiary of the Company.

The Company does not have any associate / joint venture / holding company.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations the Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

12. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In terms of Section 135 of the Act your Company has formed a Corporate Social Responsibility (CSR) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The CSR Committee comprises Mr Anand Rathi (Chairman), Mr Pradeep Kumar Gupta and Mrs Sudha Pravin Navandar. The Company Secretary acts as the secretary to the Committee.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

During the year under review, Company''s CSR activities were undertaken in accordance with the annual action plan approved by the Board, focused on critical and relevant thematic areas such as livelihood and financial inclusion, education and healthcare including COVID relief. The Company will continue to focus on the same, which will enable us to build resilience in various communities. As experts in financial sector, we would like to leverage our core competencies and expertise beyond providing mere funds as part of our responsibility to society. The Annual Report on CSR activities of the Company is annexed herewith as Annexure - II.

The Company''s CSR policy provides guidelines and lays down the process to undertake CSR activities of the Company. the CSR Policy is also available on the website of the Company at http://anandrathiwealth.in/ Investorrelations.php.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") describing the initiatives taken by the Company, which forms part of this Annual report. In accordance with the SEBI Listing Regulations, 2015, the said report is placed on the website of the Company at http://anandrathiwealth.in.

14. CORPORATE GOVERNANCE

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section forming part of this report.

A certificate from M/s. Dharmesh Bohra and Associates, Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed as Annexure - III to this report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors 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) they 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 at the end of the financial year and of the profit of the Company for the period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities;

iv) they had prepared the annual accounts on a going concern basis.

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is disclosed herein below:

a. Conservation of energy:

The Company is and its subsidiaries are mainly engaged in providing financial services and as such its operations do not account for substantial energy consumption.

b. Technology absorption and innovation:

Our Company functions on the technology driven operating model with digital platform and in-house technology team. We believe that technology will play an increasingly crucial role in delivering wealth management services as well building superior client servicing and

engagement. Recognising that this would need to be a core capability, we have built an internal technology team. The entire stack from back office, middle office and RM and client front ends are proprietary and built internally on a modern technology stack. This provides us not only the ability to build a differentiated technology platform, but also the agility to build market leading capabilities and in responding to business and client needs.

We provide our RMs, a web and mobile solution called the "Workstation", which not only allows them to access client information, facilitate transactions, but also digitises most of their everyday internal workflows (for example, collaboration of RMs and product specialists for clients). This Workstation is a one-stop remote office.

Our current digital platforms cover the entire life cycle of our clients, from client on-boarding, creating and delivering customised advisory using proprietary algorithms, facilitating transactions, multi-channel reporting and engagement.

Our systems are completely cloud-based and engineered ground-up to scale significantly. We have also built monitoring systems to ensure rapid reaction times to such issues and therefore a seamless customer experience. We are currently focused on building more selfservice capabilities through chat bots, leveraging platform generated insights that will allow our product teams to build better advisory as well as allow RMs to enhance client engagement further. We create and manage our data security infrastructure in-house and use reputed cloud and security vendors to continuously test and enhance our systems and practices in place to prevent security breaches and cyber-attacks.

c. Research and development (R&D):

The Company and its subsidiaries are mainly engaged in distribution of various financial products and providing wealth solutions to its clients. We have in-house 80 members'' product & research team which continuously engaged in thorough research on various financial products, economy & industry and delivering of these research to our clients with RMs.

d. Foreign exchange earnings and outgo:

• Foreign exchange (earnings): '' Nil Crores (previous year: '' Nil Crores)

• Foreign exchange (expenditure): '' 12.98 Crores (previous year: '' 4.10 Crore).

17. DISCLOSURE OF EMPLOYEES UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-IV forming part of this Report.

Further, a statement showing names and other particulars of employees as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Act and the aforesaid Rules, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof, may write to the Company Secretary at [email protected].

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investment made, loans/ guarantees given and securities provided, if any, has been disclosed at respective places in Standalone Financial Statements under appropriate heading, which form part of the Annual Report.

19. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31, 2023, is available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)

Rules, 2014, and the SEBI Listing Regulations 2015, the Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrong doing in the Company and provide for adequate safeguards against victimisation of the persons who avail this mechanism.

Your Company encourages its employees to come forward and express these concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy without fear of any nature whatsoever, or fear of any unfair treatment.

While none of the whistle blowers are denied access to the Audit Committee, no whistle blower complaint was received by the Company during the year under review.

The whistle blower policy of the Company has been displayed on the Company''s website at: http:// anandrathiwealth.in/Investor relations.php

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

The Company is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promote work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity.

Your Directors further state that the Company has put in place the Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace and also 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.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a Policy on Related Party Transactions ("RPT Policy"), which is approved by the

Board of Directors of the Company. The RPT Policy provides for identification of related party transactions, necessary approvals by the Audit Committee / Board / Shareholders, reporting and disclosure requirements in compliance with the provisions of the Act and SEBI Listing Regulations, 2015.

All contracts or arrangement or transactions that were entered into by the Company with the related parties during the year under review, were in ordinary course of the business of the Company and the same were on arm''s length basis. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Particulars of material contract or arrangements or transactions at arm''s length basis is disclosed as per the prescribed form AOC-2 and annexed as Annexure-V which forms an integral part of this Report.

Further, the detailed disclosure on related party transactions as per IND AS-24 and as per schedule V of the SEBI Listing Regulations containing name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to note to the Standalone Financial Statements.

23. INTERNAL FINANCIAL CONTROL

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure reliability of financial reporting, compliance with applicable laws and regulations. Necessary policies and procedures are in place inter-alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

24. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximising the returns. The

Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Also, key business risks and their mitigation are considered on a regular basis in the annual/strategic business plans and in periodic management reviews. The Board of Directors have also constituted the Risk Management Committee to oversee the Risk Management process in compliance with the provisions of SEBI Listing Regulations. The Risk Management Committee shall oversee the entire risk management system and measures for risk mitigation.

25. RISK MANAGEMENT REPORT

In terms of the provisions of Section 134 of the Act, a risk management report is set out in the Management Discussion and Analysis Report.

26. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGSBoard of Directors

The Board of Directors ("Board") of the Company has an optimum combination of executive and nonexecutive Directors (including an Independent Woman Director). The Board composition is in conformity with the extant applicable provisions of Act and SEBI Listing Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, knowledge and experience.

Further, the Independent Directors on the Board of the Company are highly respected for their professional integrity as well as rich experience and expertise. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

The Composition including the role, terms of reference and the power of aforesaid committees are in conformity with the requirement of companies Act, 2013 and SEBI Listing Regulations.

Further, to manage day to day administrative and routine matters of the Company, the Board has also constituted various Management level Committees comprising of senior level executives of the Company/group.

Key Managerial Personnel (KMP)

As on the date of this Report, Mr Rakesh Rawal, Whole-time Director & Chief Executive Officer, Mr Rajesh Bhutara, Chief Financial Officer and Mr Nitesh Tanwar, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Appointment/Re-appointment and cessation of Directors and Key Managerial Personnel

1. Mr Amit Rathi resigned as a Non-executive Director at the close of business hours on October 13, 2022.

2. Mr Ashish Chauhan resigned as a Company Secretary & Compliance Officer with effect from May 31, 2022. Mr Nitesh Tanwar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. October 13, 2022. During the intermittent period Ms Jinal Trivedi was appointed as interin compliance officer of the Company.

3. Mr Rakesh Rawal was re-appointed as Wholetime director and Chief executive Officer of the Company for further period of 3 years with effect from April 01, 2023 subject to approval of shareholder in ensuing annual general meeting.

Directors retiring by rotation:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr Pradeep Kumar Gupta (DIN: 00040117), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Board of Directors recommend his appointment.

Details regarding Board/Committee Meetings

During the year under review, the Board, Committees of Board and Independent Directors met on multiple occasions to discuss, decide and gave directions on various issues concerning Company''s business and the matters incidental thereto.

Details of the meetings held during the year is as under:
Sl. No.	Body	Numbers of times met during the year	Dates
1	Board	5	April 12, 2022, July 12, 2022 October 13, 2022, January 12, 2023 March 20, 2023
2	Audit Committee	4	April 12, 2022, July 12, 2022 October 13, 2022, January 12, 2023

Sl. No.	Body	Numbers of times met during the year	Dates
3	CSR Committee	2	April 12, 2022, January 12, 2023
4	Nomination and Remuneration Committee	5	April 12, 2022, July 12, 2022 October 13, 2022, January 12, 2023 March 20, 2023
5	Stakeholders Relationship Committee	1	January 12, 2023
6	Risk Management Committee	2	October 13, 2022, January 12, 2023

Note: The numbers and frequency of aforesaid meetings are in compliance with applicable provisions of Companies Act, 2013.

A detailed disclosure on the Board, its committees, its composition, and terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

Annual General Meeting/Extra-Ordinary General Meetings:

During the year, the Annual General Meeting of the Company was held on August 12, 2022.

Annual Performance Evaluation

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliances with the provision of Section 178 read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, NonIndependent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board''s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness.

The Directors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors under SubSection (6) Of Section 149

All independent directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Act. They have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority and that they have registered their name in the database maintained by Indian institute of Corporate Affairs (IICA). In the opinion of the Board, all the independent directors have integrity, expertise and experience.

All the directors of the Company have confirmed that they are not disqualified for being appointed as directors pursuant to Section 164 of the Companies Act, 2013.

27. STATUTORY AUDITOR

PursuanttoSection 139 ofthe Act, M/s KKC& Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") having Registration No. 105146W/ W100621 were re-appointed as Statutory Auditors of the Company for second term of 5 years at the 27^th Annual General Meeting of the members held on August 12, 2022 on a remuneration to

be mutually agreed by the Board of Directors and the Statutory Auditors and shall continue to hold office till the conclusion of the 32^nd Annual General Meeting of the Company to be held in year 2027.

M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") , have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

28. STATUTORY AUDITORS'' REPORT

The Statutory Auditors'' Report issued by M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") for the year under review on standalone and consolidated financial statements of the Company form part of the Annual Report. The report does not contain any qualification, reservations or adverse remarks.

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. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

29. SECRETARIAL AUDITOR AND THEIR REPORT(a) Anand Rathi Wealth Limited

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, M/s. Rathi and Associates, Company Secretaries were appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year under review. The report of secretarial audit is annexed herewith as Annexure -VI which forms an integral part of this Report and it does not contain any qualification.

(b) AR Digital Wealth Private Limited

In terms of the criteria mentioned under regulation 16 of the SEBI Listing Regulations, AR Digital Wealth Private Limited falls under definition of material subsidiary of the Company. Accordingly, as required under regulation 24A of the SEBI Listing Regulations, M/s. Shweta Mundra & Associates were appointed as Secretarial Auditors of AR Digital Wealth Private Limited to undertake its Secretarial Audit for the period under review. The Secretarial Audit Report for the financial year 2022-23 is also annexed herewith as Annexure -VII which forms an integral part of this Report and it does not contain any qualification.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company is compliant with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

31. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed in the financial statements of the Company, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this report relates and the date of this report.

33. MATERIAL ORDERS OF JUDICIAL BODIES /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.

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

Your Directors have laid down criteria for appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act, as a part of the Nomination and Remuneration Policy ("NRC Policy") of the Company.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The NRC Policy is annexed herewith as Annexure - VIII and is also available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php

35. OTHER DISCLOSURES During the year under review:

• There was no change in the nature of business of the Company;

• There was no revision in the financial statements of the Company;

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable for the business activities carried out by the Company;

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

36. ACKNOWLEDGEMENT

YourDirectorswouldliketoplaceonrecordtheirgratitude for the valuable contribution made by the employees with their efforts, teamwork and professionalism at all levels. Your Directors acknowledge the support of the members and also wish to place on record their sincere appreciation for the continued support, cooperation, guidance and encouragement received from the government, regulatory & statutory bodies including Company''s bankers.

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

For and on behalf of the Board Anand Rathi Wealth Limited

Sd/-

Mr Anand Rathi

Chairman&Non-ExecutiveDirector (DIN: 00112853)

Place : Mumbai

Date : April 12, 2023

---

Mar 31, 2022

The Directors of your Company have the pleasure in presenting the 27^th report together with the audited financial statements for the financial year ended March 31,2022.

1. FINANCIAL PERFORMANCEStandalone Financial Performance:

('' in Crore)
Particulars	2021-22	2020-21
Total Revenue	408.95	262.25
Total Operating Expenses	230.25	184.76
Interest	2.01	2.75
Depreciation	10.73	12.39
Profit before Taxation	165.96	62.35
Tax Expenses	40.51	18.13
Net Profit for the year	125.45	44.22
Earnings per share on equity shares of '' 5 each
Basic (in '')	30.18	*10.78
Diluted (in '')	30.05	*10.65
Consolidated Financial Performance:		('' in Crore)
Particulars	2021-22	2020-21
Total Revenue	425.63	279.25
Total Operating Expenses	240.28	195.75
Interest	2.02	2.89
Depreciation	15.65	17.73
Profit before Taxation	167.67	62.88
Tax Expenses	40.87	18.26
Net Profit for the year	126.80	44.62
Earnings per share on equity shares of '' 5 each
Basic (in '')	30.49	*10.87
Diluted (in '')	30.36	*10.74

*Adjusted for effect of Bonus Shares issued in 2021-22.

2. REVIEW OF THE STANDALONE FINANCIAL RESULTS

During the year under review, your Company''s standalone revenue was '' 408.95 Crore as against '' 262.25 Crore in 2020-21, an increase of 56% Y-o-Y. The Company has earned Net profit after tax of '' 125.45 Crore versus '' 44.22 Crore in 2020-21, registering a Y-o-Y growth of 184%.

Key Ratios (Standalone)	2021-22	2020-21	Variance %
PBT Margin	40.58%	23.77%	16.81
Net profit Margin	30.68%	16.86%	13.82
Return on Net Worth	37.99%	17.52%	20.48
Debt/Equity Ratio	0.07	0.12	(45.02)

3. REVIEW OF THE CONSOLIDATED FINANCIAL RESULTS

During the year under review, your Company''s consolidated revenue was '' 425.63 Crore as against '' 279.25 Crore in 2020-21, an increase of 52% Y-o-Y The Company has earned Net profit after tax of '' 126.80 Crore versus '' 44.62 Crore in 2020-21, registering a Y-o-Y growth of 184%.

Key Ratios (Consolidated)	2021-22	2020-21	Variance %
PBT Margin	39.39%	22.52%	16.87
Net profit Margin	29.79%	15.98%	13.81
Return on Net Worth	41.68%	19.78%	21.90
Debt/Equity Ratio	0.07	0.14	(50)

The Company''s standalone AUM was at an all-time high at '' 32,054 Crores as of March 31, 2022, 23% Y-o-Y. We witnessed strong growth in revenues and profit during the year led by robust net mobilisation of '' 2,754 Crores, increased 148% Y-o-Y. Our net mobilisation was at multi period high in the last quarter and stood at '' 840.49 Crores. During 2021-22, there was a strong improvement in RM productivity. The client acquisition too saw an encouraging growth with number of Active Client Families for our business increasing 16% Y-o-Y to 7,082. Our product mix contains 84% of the equity linked products.

The Company is amongst one of the top three in terms of gross commissions earned among nonbank Mutual Fund Distributers and top in the direct delivery to client category for 2020-21, 2019-20 and 2018-19.

The key highlights for 2021-22 are as follows:- Highest ever Annual Revenue and Profit

- Highest ever Net worth and Balance Sheet size crossing 500 Crore mark

- Highest ever dividend paid

- Highest ever net mobilisation

4. DIVIDEND

During the year, the Company had declared and paid an interim dividend of '' 5.00 per equity share (100% of face value). The Board has also recommended a final dividend of '' 6 per Equity Share (120 % of face value) of '' 5 each for the financial year ended March 31, 2022, for the approval of the Shareholders at the ensuing Annual General meeting. The Final dividend, if declared, will be paid after the Annual General Meeting. The Dividend Distribution Policy is uploaded on the website at http://anandrathiwealth.in/newpdf/ pdf/3dec/DividendDistributionPolicy.pdf

5. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, the Company has successfully completed the initial public offering of its equity shares through an offer for sale of 12,000,000 equity shares aggregating to '' 659.38 Crores by total nine selling shareholders, for cash at a price of '' 550 per equity share ('' 25 discount for eligible employees bidding in employee reservation portion) through book building process.

The IPO got oversubscribed by 9.78 times, even in volatile and difficult market conditions. It received overwhelming response from the investors. The stock debuted at '' 602.05 on BSE (9.46% premium over issue price).

The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited on Tuesday, December 14, 2021. The stock performance is provided in the Report on Corporate Governance forming part of this Report.

6. AWARDS:

I n recognition to the services rendered in the wealth management space, the Company and the senior management team has bagged following awards during 2021-22:

• Customer Service Excellence Award by World Leadership Congress and Awards 2021

• Great Place to Work Certification 2021

• The Extraordinaire - Game Changers - 2020-2022 by Brand Vision Summit 2022 by NexBrandsInc

• The Dynamic Leader - 2020-2022 to Mr. Feroze Azeez, Deputy CEO by Brand Vision Summit 2022 by NexBrandsInc

7. SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company increased from '' 20 Crore divided into 4 Crore equity shares of '' 5/- each to '' 25 Crore divided into 5 Crore equity shares of '' 5 each. The paid up share capital of the Company increased from '' 1,375.68 Lakhs to '' 2080.81 Lakhs on account of:-

a) Allotment of 230,580 equity shares of '' 5 each to the eligible employees under ESOP-2017 and 2018 schemes; and

b) Allotment of 13,872,087 equity shares of '' 5 each as bonus shares to the shareholders of the Company holding shares as on record date

i.e. July 15, 2021.

8. EMPLOYEE STOCK OPTION SCHEMES

The Company had implemented two Employee Stock Options (ESOP) Schemes, namely "Employees Stock Option Plan 2017" ("ESOP 2017") and "Employees Stock Option Plan 2018" ("ESOP 2018"). The schemes act as a retention tool and helps to promote a culture of ownership among employees. There was no change in the ESOP scheme during the financial year under review and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

The Schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE"). The disclosure in compliance with SBEBSE Regulations, is available on the Company''s website at : http://anandrathiwealth.in/ Investorrelations.php

In compliance with the requirements of the SBEBSE Regulations, a certificate from auditors, confirming implementation of the Scheme in accordance with the said regulations and shareholder''s resolution, will be available for electronic inspection by the members during the AGM of the Company.

9. TRANSFER TO RESERVES

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

10. INDUSTRY OVERVIEW Wealth Management in India:

Given India''s economic prospects, good demographics, growing income levels, higher number of taxpayers every year, increasing number of US$ Millionaires and the current levels of low penetration, the Indian

Wealth Management industry is on a steady upward trajectory. While India''s affluent population is modest in comparison to established markets, the country''s wealth is expected to expand rapidly in the future. The crucial factors for a high-growth wealth management business in India include a huge and youthful mass affluent section which is emerging partially due to the technology intervention; an increase in global Indians'' wealth; and the Indian government''s attempt to regulate unlawful channels of money and tighten capital market laws.

Historically, households in India have been quite risk averse and wary of investing their savings into volatile or uncertain return-based assets. A pursuit of safe bets has always driven India towards making investments in physical assets like gold. However, this pattern is slowly changing over time, especially post announcement of demonetisation in November 2016. Also, the country has seen a major shift in attitude from capital preservation to wealth creation since 2016-17.

Wealth Management today, has evolved to an end to end Money Management Solutions for every investor ranging from an Individual Investor/family, Corporate Investor, HUF (Hindu Undivided Family) to a Trust. Private Wealth Management involves providing prudent investment solutions, Corporate and Treasury Advisory, Off Shore Advisory and Family Office.

With a likely growth rate of India''s GDP projected at 9.2% in 2022, the country will remain a key growth driver of global economy. Against this backdrop, individual wealth in India is expected to grow at a CAGR of 11.76% till 2024-25 and is likely to nearly double to '' 811,293 Billion by 2024-25. In the next five years, financial assets will witness much faster growth rate as compared to physical assets. As far as individual contribution is concerned, financial assets are expected to form almost 63% of the total individual assets by 2024-25 vs 57% in 2019-20, physical assets are expected to be restricted to 37% of the total wealth vs 43% in 2019-20. The reduction in bank deposit rates in the past year has further led to a shift in investment to mutual funds and the stock markets.

(Source-Karvy India Wealth Report 2020.)

The implementation of various reforms such as GST, RERA, new insolvency and bankruptcy code and recapitalisation of banks and Corporate Tax cuts among others are likely to shift informal sectors into the formal economy and hence, boost GDP growth and individual wealth in the medium to long term.

According to a report titled ''Global Wealth 2021: When Clients Take the Lead'', published in June 2021 by the Boston Consulting Group (BCG), financial wealth grew among Indians at 11% p.a. from 2015 to 2020 and is further expected to increase at 10% p.a. to US$ 5.5 Trillion by 2025.

Wealth management firms will have to adopt technological advancements and provide individualised, comprehensive advice aligned with the changing investment trends and needs. Constant innovation and new ways to deliver services will continue to disrupt the industry.

To conclude, it can be said that since India has the lowest mutual fund penetration globally, the mutual fund industry in the country provides huge scope for growth and development. The total AUM to GDP ratio of India stands at a mere 16%, way below the global average of 63%. Countries like the US have AUM to GDP ratios of over 100%. Real estate and gold have become less attractive forms of investments post demonetisation. Even the reduction in bank deposit rates in the past year has led to a shift in investment to mutual funds and the stock markets. Financial Assets are expected to reach '' 512 Trillion by 2024-25 at a CAGR of 14.27% and Physical Assets would grow at 7.56% CAGR to reach '' 270 Trillion by 2023-24. India is expected to be the fourth largest private wealth market globally by 2028.

Indian Mutual Fund Industry:

Last two years the mutual fund industry faced hardship due to the pandemic as the income of the people suffered during the period. But slowly after the second wave the industry started gaining momentum as lot of investors who held their SIPs during the period started investing back and there was liquidity in the market. For the month of February 2022, the Indian mutual fund industry''s Average Assets Under Management were '' 3,856,140 Crore. There are some key trends which are increasing the demand of mutual fund industry. In India the mutual fund industry''s assets grew as a result of strong stock market performance and net inflows into equity schemes. As individual investors started investing in mutual funds, the Individual investors'' holdings in mutual funds grew in value from '' 17.18 Lakh Crore in February 2021 to '' 21.02 Lakh Crore in February 2022.

The industry''s Average Assets Under Management were at '' 36.17 Trillion for the quarter ending December 31, 2021. Source: https://www.mordor

intelligence.com/industry-reports/india-mutual-

fund-industry

11. BUSINESS OVERVIEWPrivate Wealth Business - Anand Rathi Wealth Limited:

We are one of the leading non-bank wealth solutions firms in India. From an AMFI registered mutual fund distributor we have transformed ourselves to become a well know wealth solutions provider in India. We offer well researched solutions by facilitating investments in financial instruments through an objective-driven process. We provide services primarily through our flagship Private Wealth ("PW") vertical where we manage '' 32,054 Crore in AuM as on March 31, 2022.

We have achieved a dominant position in wealth and distribution services space, with a focus on the growing HNI segment through an uncomplicated, holistic and standardised offering, delivered through an entrepreneurial team of private wealth professionals, known as Relationship Managers ("RMs").

We are AMFI registered mutual fund distributor and have evolved into providing, well researched solutions to our Clients by facilitating investments in financial instruments through an objective driven process. As of March 31, 2022, our PW vertical caters to 7,082 active client families, serviced by a team of 271 RMs. As on March 31, 2022, 57.13% of our Clients have been associated with us for over 3 years, representing 75.40% of our total PW AuM, which shows our strength in vintage of both clients and their AuM in our business. We are currently present across 11 cities in India, namely, Mumbai, Bengaluru, Delhi, Gurugram, Hyderabad, Kolkata, Chennai, Pune, Chandigarh, Jodhpur and Noida and we have a representative office in Dubai.

The HNI segment of clients (i.e., individuals with net worth between '' 5 - 50 Crore), is an attractive and underserved segment in terms of quality of service and creating a platform to serve this segment is often time consuming and difficult to build. In our experience, Clients belonging to the HNI segment are less price sensitive and appreciate the quality of personalised services we offer. Our client families have consistently grown with new family additions of 973 in 2021-22.

Our process driven approach, aims to achieve consistent Client outcomes through a standardised investment strategy, augmenting our RM capability. With regards to mutual fund distribution, we have

devised in-house methodologies that consider a defined set of parameters for mutual fund selection. Non-Convertible Market Linked Debentures (MLDs) form an integral part of our model portfolios enabling predictable returns, with lower risk as compared to equity investment over a medium to long term period. Our product mix of mutual funds and MLDs, further positions us well to capture our target clientele.

As part of our holistic approach to clients, we also facilitate estate planning, succession planning and create wills as part of our core objectives, without charging any cost to our Clients. We also have in-house team of experts that help clients with estate planning and succession planning by creating wills and trusts, besides helping clients with strategic tax advisory related to their investment portfolios. In 2021-22, we have helped clients write about 632 Wills and helped set up over138 Private Family Trusts for them. This holistic approach to their wealth is highly appreciated by the clients. The events and vulnerabilities of the last Financial Year have increased our conviction on the importance of having a well-designed estate plan.

Given the very strong strategic positioning and significant increase in high net worth individuals/ families in the country, Our Company is well poised to register continuous growth in the years to come.

AUM of PW vertical have increased from '' 26,058 Crores as on March 2021 to '' 32,054 Crores as on March 2022, an increase of 23%. Our net active client families have increased from 6,109 as of March 31, 2021 to 7,082 as of March 31, 2022 - registering a growth of 16% and no. of RMs increased from 233 as of March 31,2021 to 271 as of March 31,2022.

Objectives

Our objectives are as follows:

1. Wealth Creation for our clients by targeting a return ranging between 12%-14% p.a. that beats HNWI Inflation of ~8%

2. Wealth Preservation: Creating a liability free asset to safeguard against external liabilities and; minimise possible estate duties and surcharge on Income Tax

3. Wealth Transmission: Establishing an estate plan to ensure near zero transmission loss

Strategy:

1. Asset Allocation: Asset Allocation Decision is the most critical. It has a 93% Impact on returns

2. Product Selection: Out of 17 instruments available in the market place, based on Returns, Risk and Cost, currently only 3 are chosen from clients'' perspective (Equity Mutual Funds, Debt Mutual Funds and Market Linked Debentures)

3. Selection of Equity Mutual Funds:11 Equity Mutual funds are selected from a universe of 491 in order to give an alpha of 3% p.a. over and above NIFTY 50

4. Importance of Market Linked Debentures in the Portfolio

5. Formulating a Trust and Creation of Will to meet clients'' requirements in order to provide value addition by these ancillary services

6. Creation of a policy of entrepreneurial culture for recruitment and retention of relationship managers

Future Outlook

The wealth management industry is doing a monumental shift due to changing demographics, the influx of new generation potential investors, transitional global scenarios, and most importantly the rampant digitalisation. This pace of change has been long predicted but the pandemic had accelerated its adoption, providing continuous opportunities as well as posing new challenges for the wealth managers to sustain, grow, and strive in the market.

The roadmap to provide strong long term growth visibility by the Company can be placed as follows:

• Client stickiness due to almost zero attrition, since the portfolios are generating 1213% returns. This will lead to a 10% growth in business

• Scope of penetration in the existing 7,000 clients families. This has potential to contribute towards another 10% growth

• Capacity increase of the existing relationship managers in terms of increase in number of clients has potential to contribute 5-10% growth

• Addition of new relationship managers can conservatively add to another 5% growth

12. SUBSIDIARY COMPANIES

The Company has three subsidiaries within the meaning of Section 2 (87) of the Companies Act, 2013. The Company does not have any associate or joint venture companies within the meaning of section 2 (6) of the Companies Act, 2013.

Pursuant to Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") AR Digital Wealth Private Limited was a Material Subsidiary of the Company for 2021-22.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing salient features of the financial statements of Subsidiaries is annexed as Annexure-1 which forms an integral part of this Report.

a) AR Digital Wealth Private Limited - Digital Wealth (DW) Vertical

AR Digital wealth ("DW vertical") is a fin-tech extension of our proposition, born from the extensive learnings from experience in the Private Wealth solutions. The idea was to address the large mass affluent segment of the market with a wealth solution delivered through a ''phygital channel'' i.e. a combination of human distributor empowered with technology. It seeks to build a scalable and profitable model by using this blend of technology capabilities and human interface.

The Business has seen encouraging results in its attempt to build a Partner led distribution model through whom this packaged Investment solution is delivered. These Partners are AMFI registered Mutual Fund Distributors and IFAs who are seeking to grow their business by taking the Anand Rathi brand, Product research, Selection and Investment Insights to their clients through an innovative easy-to-use Technology interface.

As of March 31,2022, the AuM for our DW vertical was '' 852.14 Crore with 3,907 clients and 316

client engagement partners. The offering has a dedicated client mobile application and that is the primary mode of engagement between the partner and the client. This enables a single Partner to service a larger number of clients even though the client segment has a lower average AuM size. This results in positive unit economics of the business. We believe this model is highly scalable with a disruptive channel strategy since is not dependent on its geographical presence and can reach cities where physical scalability may not be cost effective.

The operating revenue of ARDWPL for 2021-22 stood at '' 9.38 Crore as compared to previous year operating revenue of '' 5.16 Crore.

b) FFreedom Intermediary Infrastructure Private Limited - Omni Financial Advisors (“OFA") Vertical

Our OFA vertical is another strategic extension for capturing the wealth management landscape. With OFA we provide a technology platform for Independent Financial Advisors ("IFAs") to service their clients and grow their business. It is one of India''s leading tech platforms for IFAs in terms of number of subscribers as of March 2022.

As of March 31, 2022 it has 5,343 IFAs, around 17.14 Lakh Platform Clients and '' 79,800 Crore of platform AUM. Platform Clients are the clients that are serviced by the IFAs and platform AUM is AUM managed by IFAs for their clients.

OFA helps IFAs in mobile based client reporting, online transactions and financial planning for their clients. Coupled with analytics, data management and business management systems and a dedicated team of support and technology specialists, it endeavours to be one stop solution for an IFA.

Highest standards of data security, completeness, quality and authentication are ensured to service the clientele. The core strength is to digitally enable IFAs for better client serving. Anand Rathi Wealth Limited experience of over 13 years in the wealth industry, combined with technology platform has helped us to scale up the business.

The operating revenue of FIINFRA for 2021-22 stood at '' 4.76 Crore as compared to previous year operating revenue of '' 4.96 Crore.

c) Freedom Wealth Solutions Private Limited:

SEBI had amended the SEBI (Investment Advisers) Regulations, 2013 via circular dated September 23, 2020, which inter alia provides that a non-individual investment adviser shall have client level segregation at group level for investment advisory and distribution services and the same client cannot be offered both advisory and distribution services within the group of the non-individual entity. Accordingly the Company has discontinued its operations under the SEBI (Investment Advisers) Regulations, 2013 though we continue to hold Investment Advisory license.

The operating revenue of FWSPL for 202122 stood at NIL as compared to previous year operating revenue of '' 1.49 Crore.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations the Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, the CSR Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities which can be undertaken by the Company. The CSR Report on the activities undertaken during the year is provided as Annexure-2 to this Report. The CSR Policy is available on the website of the Company at the link: http://anandrathiwealth.in/Investorrelations. php

The Company has made contributions towards various CSR activities such as promoting special education, healthcare, rural development, animal welfare and homes for women and orphans.

15. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company, forms part of this Annual report.

16. CORPORATE GOVERNANCE

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section forming part of this report.

A certificate from M/s. Dharmesh Bohra and Associates, Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed as Annexure 3 to this report.

17. CHANGE IN THE NATURE OF BUSINESS

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

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors 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) they 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 at the end of the financial year and of the profit of the Company for the period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the

assets of the Company and for preventing and detecting fraud and other regularities;

iv) they had prepared the annual accounts on a going concern basis.

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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

a) The Company being engaged in the financial services activities, its operations are neither energy intensive nor does it require adoption of specific technology. Hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation of energy.

b) There were no inflow or outflow of foreign exchange during the financial year ended March 31, 2022.

20. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-4 forming part of this Report.

In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Annexure is available for inspection by the Member.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investment made, loans/ guarantees given and securities provided, if any, has been disclosed at respective places in Standalone Financial Statements under appropriate heading.

22. ANNUAL RETURN

The annual return of the Company for the 2021-22 (MGT-7) has been placed on the website of the Company and can be accessed at http:// anandrathiwealth.in/Investorrelations.php

23. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI Listing Regulations 2015, the Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimisation of the persons who avail this mechanism.

Your Company encourages its employees to come forward and express these concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy without fear of any nature whatsoever, or fear of any unfair treatment.

During the year under review, the Company has not received any complaints under the said mechanism. The whistle blower policy of the Company has been displayed on the Company''s website at: http:// anandrathiwealth.in/Investorrelations.php

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

The Board is committed to providing a safe and conducive working environment for the women employees of the Company, and accordingly, has formulated a policy on prevention, prohibition of sexual harassment of women employees at the work place.

The policy inter alia provides for prevention, prohibition of any acts of sexual harassment of women employees at workplace and the procedure for the redressal of complaints, if any, pertaining to sexual harassment. 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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During 2021-22, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act, all of which were in the ordinary course of business and are on arm''s length basis. Also all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder.

Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large.

Particulars of material contract or arrangements or transactions at arm''s length basis is disclosed as per the prescribed form AOC-2 and annexed as Annexure-5 which forms an integral part of this Report.

Further, the detailed disclosure on related party transactions as per IND AS-24 and as per schedule V of the SEBI Listing Regulations containing name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to note to the Standalone Financial Statements.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

26. INTERNAL FINANCIAL CONTROL

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure reliability of financial reporting, compliance with applicable laws and regulations. Necessary policies and procedures are in place inter-alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

27. RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximising the returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Also, key business risks and their mitigation are considered on a regular basis in the annual/strategic business plans and in periodic management reviews. The Board of Directors have also constituted the Risk Management Committee to oversee the Risk Management process in compliance with the provisions of SEBI Listing Regulations. The Risk Management Committee shall oversee the entire risk management system and measures for risk mitigation.

28. ANNUAL PERFORMANCE EVALUATION

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliances with the provision of Section 178 read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors. The Independent Directors carried out the annual performance evaluation of the Chairman, NonIndependent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board''s functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills, independent judgement, knowledge, compliance framework, etc. The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

29. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGS:Board of Directors

The Board of the Company comprises of 8 Directors as under:

SI. No.	Name	Designation
1.	Mr. Anand Rathi	Chairman and NonExecutive Director
2.	Mr. Pradeep Gupta	Non-Executive Director
3.	Mr. Amit Rathi	Non-Executive Director
4.	Mr. Rakesh Rawal	Executive Director and CEO
5.	Mr. Mohan Tanksale	Independent Director
6.	Mr. Ramesh Chandak	Independent Director
7.	Mr. Kishan Gopal Somani	Independent Director
8.	Mrs. Sudha Navandar	Independent Director
Board Committees
In accordance with applicable provisions of
Companies Act, 2013, the		Board has constituted
following committees:
SI. No.	Name of Committee	Member
1.	Audit Committee	Mr. Mohan Tanksale (Chairman) Mrs. Sudha Navandar Mr. Amit Rathi Mr. Anand Rathi Mr. Ramesh Chandak Mr. Kishan Gopal Somani
2.	Corporate Social	Mr. Anand Rathi
	Responsibility	(Chairman)
	Committee	Mr. Pradeep Gupta Mrs. Sudha Navandar
3.	Nomination and	Mr. Kishan Gopal
	Remuneration	Somani (Chairman)
	Committee	Mr. Ramesh Chandak Mr. Anand Rathi
4.	Stakeholders	Mr. Ramesh Chandak
	Relationship	(Chairman)
	Committee	Mr. Pradeep Gupta Mr. Amit Rathi

SI. No.	Name of Committee	Member
5.	Risk Management	Mr. Anand Rathi
	Committee	(Chairman) Mr. Pradeep Gupta Mrs. Sudha Navandar Mr. Mohan Tanksale Mr. Ramesh Chandak Mr. Rajesh Bhutara

The Composition including the role, terms of reference and the power of aforesaid committees are in conformity with the requirement of the Act and SEBI Listing Regulations.

Further, to manage day to day administrative and routine matters of the Company, the Board has also constituted various Management Level Committees comprising of senior level executives of the Company/group.

Key Managerial Personnel (KMP)

As on March 31, 2022, the Company has following Key Managerial Personnel (KMP) as per section 2(51) of the Companies Act, 2013:

SI. No.	Name	Designation
1	Mr. Rakesh Rawal	Executive Director and Chief Executive Officer
2	Mr. Rajesh Bhutara	Chief Financial Officer
3	Mr. Ashish Chauhan	Company Secretary

Appointment/Re-appointment and cessation of Directors and Key Managerial Personnel

a) During the year under review, Mr. Amit Rathi resigned from the position of Managing Director w.e.f. July 16, 2021 and continued to be NonExecutive Director of the Company.

b) There was no change in the Board of Directors, CEO, CFO and CS of the Company, during the year under review and till the date of this Report.

Directors retiring by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Anand Rathi (DIN:00112853), non-executive director, would retire by rotation at the forthcoming AGM. Being eligible, he has offered himself for the reappointment. Board recommends his re-appointment for the consideration of the members.

Details regarding Board/Committee Meetings

During the year under review, the Board/Committees of Board met on multiple occasions to discuss, decide and gave directions on various issues concerning Company''s business and the matters incidental thereto.

Details of the meetings held during the year is as under:

S. No.	Body	Numbers of times met during the year	Dates
1	Board	8	June 14, 2021 July 16, 2021 October 11,2021 October 12, 2021 November 17, 2021 November 26, 2021 December 7, 2021 January 6, 2022
2	Audit Committee	7	June 14, 2021 July 16, 2021 October 11, 2021 October 12, 2021 November 17, 2021 December 7, 2021 January 6, 2022
3	CSR Committee	1	June 14, 2021
4	Nomination and Remuneration Committee	2	June 14, 2021 July 16, 2021
5	Stakeholders Relationship Committee	1	January 6, 2022

Note: The numbers and frequency of aforesaid meetings are in compliance with applicable provisions of Companies Act, 2013.

A detailed disclosure on the Board, its committees, its composition, and terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

Annual General Meeting/Extra-Ordinary General Meetings:

During the year, the Annual General Meeting of the Company was held on July 15, 2021.

30. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All independent directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Act. They have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority and that they have registered their name in the database maintained by Indian institute of Corporate Affairs (IICA). In the opinion of the Board, all the independent directors have integrity, expertise and experience.

31. STATUTORY AUDITOR

Pursuant to Section 139 of the Act, M/s kkc & associates llp (formerly M/s Khimji Kunverji and Co. LLP), Chartered Accountants, Mumbai having Registration No. 105146W/W100621 were appointed as Statutory Auditors of the Company for a period of Five consecutive years at the annual general meeting of the members held on September 29, 2017 on a remuneration to be mutually agreed by the Board of Directors and the Statutory Auditors.

Their term of office as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. It is proposed to recommend their reappointment at the Annual General Meeting for a period of 5 years commencing from the conclusion of the ensuing Annual General Meeting to be held in the year 2022 till the conclusion of Annual General Meeting to be held in the year 2027 in terms of Section 139 and 141 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014.

Accordingly, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends their re-appointment for another term of 5 consecutive years. A resolution proposing re-appointment of M/s kkc & associates llp as the Statutory Auditor of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of this Annual General Meeting Notice. For further details, the members may refer to the notice of the Annual General meeting.

M/s kkc & associates llp, Chartered Accountants, (i) have expressed their willingness to be reappointed for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

It may be noted that there is no audit qualification, reservation or adverse remark for the year under review.

32. STATUTORY AUDITORS'' REPORT

The Statutory Auditors'' Report issued by M/s kkc & associates llp (formerly M/s Khimji Kunverji and Co. LLP) for the year under review does not contain any qualification, reservations or adverse remarks. 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. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

33. SECRETARIAL AUDITOR

(a) Anand Rathi Wealth Limited

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, M/s. Dharmesh Bohra and Associates, Company Secretaries were appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-6 which forms an integral part of this Report.It may be noted that, there is no secretarial audit qualification for the year under review.

(b) AR Digital Wealth Private Limited

In terms of the criteria mentioned under regulation 16 of the SEBI Listing Regulations, AR Digital Wealth Private Limited falls under definition of material subsidiary of the Company. Accordingly, as required under regulation 24A of the SEBI Listing Regulations, M/s. Shweta Mundra and Associates were appointed as Secretarial

Auditors of AR Digital Wealth Private Limited to undertake its Secretarial Audit. The Secretarial Audit Report is annexed as Annexure-7 which forms an integral part of this Report. It may be noted that, there is no secretarial audit qualification for the year under review.

34. MAINTENANCE OF COST RECORDS

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of service being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

Company is compliant with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed in the financial statements of the Company, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this report relates and the date of this report.

38. MATERIAL ORDERS OF JUDICIAL BODIES/ 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.

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

The Board, on the recommendation of the Nomination and Remuneration Committee, has formulated a

Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of directors.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The policy is enclosed as Annexure 8 to this report.

40. ACKNOWLEDGEMENT

Your 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, your Company''s achievements would not

have been possible. Your Directors also wish to place on record their sincere appreciation for the continued support, cooperation, guidance and encouragement received from the government, regulatory and statutory bodies including Company''s bankers.

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

For and on behalf of the Board Anand Rathi Wealth Limited

Sd/-Anand Rathi

Chairman (DIN: 00112853)

Place : Mumbai Date : April 12, 2022