Anand Rathi Wealth Ltd

To,

The Members of

Anand Rathi Wealth Limited

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)

Consolidated Financial Performance

Key Ratios - Consolidated

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.

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

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.

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.

Regret RM: RM with AUM greater than H40 Crores

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:

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.

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

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.

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 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.

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.

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 csarwsl@rathi.com.

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 current members of the Board include:

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:

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.