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

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

Standalone and Consolidated Financial Performance:

(Rs. in lakhs)

STANDALONE

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

CONSOLIDATED:

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

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

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

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

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

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

4. DIVIDEND:

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

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

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

6. SHARE CAPITAL:

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

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

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

7. CHANGE IN SHARE CAPITAL:

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

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

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

8. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

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

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

(b) business model of the company;

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

(d) any other relevant information.

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

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

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

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

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

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

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

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

ii. Committees of the Board of Directors

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

(A) Audit Committee

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

(B) Nomination and remuneration committee

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

(C) Stakeholders Relationship Committee

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

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

iii. Independent Directors

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

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

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Shreyas
Shah, Executive Director of the Company, retires by rotation and offers himself for re-appointment. The brief resume of
Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held
directorships, her shareholding, etc., are furnished in Annexure - A to the notice of the ensuing AGM.

16. KEY MANAGERIAL PERSONNEL:

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

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

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

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

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

18. BOARD MEETINGS:

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

19. BOARD EVALUATION:

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

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

The company has spent an amount of Rs. 6,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013,

against 2% of the average profit for the last three years support their becomes the efforts, which focus on various charitable activities,
primarily in education, healthcare, and empowerment initiatives. The trust aims to improve the lives of underprivileged individuals
and communities through programs such as providing free or subsidized dialysis, distributing educational resources, and offering
support for basic needs.

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

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company
for 2nd term of five consecutive years, from the conclusion of the 28th Annual General Meeting till the conclusion of the
33rd Annual General Meeting to be held in the year 2027, as approved by the Shareholders of the Company.

ii. Secretarial Auditor:

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

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

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

iii. Cost Auditor:

The Company is principally engaged in the business of Merchant Banking, which is not mentioned in the table appended
to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Therefore, Section 148 of the Companies Act, 2013
does not apply to the Company.

iv. Internal Auditor:

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

22. AUDITOR’S REPORT:

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

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Board’s Report as “Annexure VII”.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

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

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

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

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

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

24. VIGIL MECHANISM:

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

25. INTERNAL AUDIT & CONTROLS:

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

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.
During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

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

26. RISK ASSESSMENT AND MANAGEMENT:

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

27. LISTING WITH STOCK EXCHANGES:

The Company continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the financial year 2025¬
26 to BSE Limited.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

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

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

i. Conservation of Energy

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

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

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

ii. Technology absorption

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

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution

- Not Applicable.

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

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

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

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

iv. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

32. DEPOSITS:

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

33. PREVENTION OF INSIDER TRADING:

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

34. RELATED PARTY TRANSACTIONS:

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

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going concern status and
the Company’s operations in the future.

36. FRAUD REPORTING:

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

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

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

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

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

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

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

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

39. GENDER-WISE COMPOSITION OF EMPLOYEES:

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

Male Employees: 22
Female Employees: 21
Transgender Employees: 0

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

40. HUMAN RESOURCES:

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

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

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

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

41. CORPORATE GOVERNANCE:

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

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are

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

10. DISCLOSURES BY DIRECTORS:

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

Further, under Regulation 34(3) and Schedule V Para C clause (10) (i) of the listing regulation, a certificate of Non-Disqualification
of Directors received from M/s JNG & Co. LLP, Practicing Company Secretary, is annexed to the Board’s Report as “Annexure
IX”.

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

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

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

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

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

12. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

13. ANNUAL RETURN:

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

14. FAMILIARISATION PROGRAMME FOR DIRECTORS:

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

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

(b) business model of the company;

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

(d) any other relevant information.

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

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

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

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

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

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

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

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

ii. Committees of the Board of Directors

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

(A) Audit Committee

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

(B) Nomination and remuneration committee

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

(C) Stakeholders Relationship Committee

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

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

iii. Independent Directors

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

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

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Shreyas
Shah, Executive Director of the Company, retires by rotation and offers himself for re-appointment. The brief resume of
Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held
directorships, her shareholding, etc., are furnished in Annexure - A to the notice of the ensuing AGM.

16. KEY MANAGERIAL PERSONNEL:

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

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

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

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

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

18. BOARD MEETINGS:

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

19. BOARD EVALUATION:

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

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

The company has spent an amount of Rs. 6,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013,

against 2% of the average profit for the last three years support their becomes the efforts, which focus on various charitable activities,
primarily in education, healthcare, and empowerment initiatives. The trust aims to improve the lives of underprivileged individuals
and communities through programs such as providing free or subsidized dialysis, distributing educational resources, and offering
support for basic needs.

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

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s V. N. Purohit & Co., Chartered Accountants as the statutory auditors of the Company
for 2nd term of five consecutive years, from the conclusion of the 28th Annual General Meeting till the conclusion of the
33rd Annual General Meeting to be held in the year 2027, as approved by the Shareholders of the Company.

ii. Secretarial Auditor:

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

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

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

iii. Cost Auditor:

The Company is principally engaged in the business of Merchant Banking, which is not mentioned in the table appended
to Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Therefore, Section 148 of the Companies Act, 2013
does not apply to the Company.

iv. Internal Auditor:

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

22. AUDITOR’S REPORT:

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

Certification by CFO under Regulation 17 (8) of the Listing Regulation is annexed to the Board’s Report as “Annexure VII”.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

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

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

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

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

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

24. VIGIL MECHANISM:

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

25. INTERNAL AUDIT & CONTROLS:

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

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.
During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

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

26. RISK ASSESSMENT AND MANAGEMENT:

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

27. LISTING WITH STOCK EXCHANGES:

The Company continues to be listed on BSE Limited (Main Board). It has paid the Annual Listing Fees for the financial year 2025¬
26 to BSE Limited.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

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

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

i. Conservation of Energy

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

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

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

ii. Technology absorption

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

b) The benefits derived, like product improvement, cost reduction, product development, or import substitution

- Not Applicable.

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

a. the details of technology imported;

b. the year of import;

c. whether the technology has been fully absorbed;

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

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

iv. Foreign exchange earnings and Outgo - Not Applicable.

30. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

32. DEPOSITS:

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

33. PREVENTION OF INSIDER TRADING:

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

34. RELATED PARTY TRANSACTIONS:

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

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts, or Tribunals impacting the going concern status and
the Company’s operations in the future.

36. FRAUD REPORTING:

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

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

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

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

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

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

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

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

39. GENDER-WISE COMPOSITION OF EMPLOYEES:

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

Male Employees: 22
Female Employees: 21
Transgender Employees: 0

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

40. HUMAN RESOURCES:

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

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

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

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

41. CORPORATE GOVERNANCE:

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

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period.

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

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

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

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

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

43. INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

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

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

46. OTHER DISCLOSURES

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

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

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

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

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

5. During the financial year, there has been no revision in the Financial Statements or the Board’s Report.

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

47. CAUTIONARY STATEMENTS:

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

48. ACKNOWLEDGEMENTS:

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

gistered Office: By order of the Board of Directors

102, Ganga Chambers, FOR ARYAMAN FINANCIAL SERVICES LIMITED

6A/1, W.E.A., Karol Bagh,

New Delhi - 110 0051 Sd/- Sd/-

Shripal Shah Shreyas Shah

Corporate °^ffice: (Whole-time Director) (Whole-time Director)

^{60, Kha}tau ^Mm^ ^Gr°u^nd. ^Fl°°i; DIN: 01628855 DIN: 01835575

^Al^{kesh Dinesh Modi} Friday, August 29, 2025

Fort, Mumbai - 400 001

Tel : 022 - 6216 6999
Fax: 022 - 2263 0434
CIN: L74899DL1994PLC059009
Website: http://www.afsl.co.in
Email: info@afsl.co.in