Aravali Securities & Finance Ltd

TO THE MEMBERS

The Board of Directors hereby submits the 45^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial performance for the year ended March 31, 2025 is summarized below:

( in Lakh)

COMPANY'S PERFORMANCE, STATE OF AFFAIRS AND CHANGE IN THE NATURE OF BUSINESS

Total Revenue for the year ended March 31, 2025 was at 90.93 Lakh as against 74.02 during the preceding year. Loss for the year before interest depreciation and tax & profit after tax stood at (9.95) Lakh and (29.80) Lakh respectively.

Total comprehensive income for the year ended March 31, 2025 was (29.70) Lakh.

Your company is engaged in providing Financial and Other Advisory Services besides dealing in shares and securities. There has been no change in the nature of business of your Company during the financial year 2024-25.

DIVIDEND

Your directors are not recommending any payment on account of dividend.

CAPITAL STRUCTURE

During the year under review, there has been no change in the authorised, subscribed and paid-up share capital of the Company. As at March 31, 2025, the Paid-up share capital stood at 15,15,38,500 comprising of 1,51,53,850 equity shares of 10 each, the same as in previous year.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company had no Subsidiary, Joint Venture and Associate Company.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited (BSE) and the Application for delisting of shares of the Company has been moved to Delhi Stock Exchange and Calcutta Stock Exchange. The Annual Listing Fee for the financial year 2025-26 has been paid to BSE Limited.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devashish Poddar (DIN: 00457349), Director of the Company retire by rotation and being eligible offer himself for re-appointment. During under review, The Board of Directors at its Meeting held on May 23, 2025, on the recommendation by the Nomination and Remuneration Committee had appointed Mr. Tara Chand Sagar (DIN: 11038633). Mr. Subhash Chand (DIN: 11038622) & Mr. Naresh Kumar Magoo (DIN: 00914743) and on November 11, 2024, Mr. Rakesh Bhartia (DIN: 00877865) as an Additional Directors in the category of Non-Executive Independent Directors of the Company for a term of five years and the same is being placed before the shareholders of the Company in this 45^th Annual General Meeting for their approval. Mr. Naresh Birla (DIN: 02902650) had resigned from the position of Independent Director w.e.f. 07.08.2024. The Board places on record its appreciation for Mr. Birla for the valuable contribution provided to the Company.

There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ranjan Kumar Poddar- Chairman & Managing Director, Mr. Sushil Kumar-Chief Financial Officer and Ms. Ruchi Shrivastava- Company Secretary are the KMPs of the Company as on March 31, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2025 and of the losses of the company for the year ended on March 31, 2025;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis; and

(e) They, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and The independent directors of the Company had their names included in the data bank of independent directors being maintained by the Indian Institute of Corporate Affairs and had also complied with the requirements of the proficiency test under the Companies (Appointment and Qualification of Directors) Rules, 2014.

As required under Regulation 25 of the Listing Regulations, the Independent Directors have also confirmed that they meet the criteria of independence and are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

All the Independent Directors of your Company have been registered and are members of Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

AUDITORS

"As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, every Company shall at first AGM, appoint an individual or firm as an auditor who shall hold the office from the conclusion of that meeting till the conclusion of its 6^th AGM and thereafter till the conclusion of every sixth AGM, thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the member of the company at such meeting shall be such as may be prescribed." Accordingly, M/s. Rajan Goel &

Associates, Chartered Accountants, New Delhi (Firm Registration No. 004624N), were appointed as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 44^th Annual General Meeting till the conclusion of 49^th Annual General Meeting of the Company to be held in the year 2029 and they continue to hold the office as the Statutory Auditors of the company. The Company had received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and they have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

AUDITOR'S REPORT

In compliance with provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has prepared the Audited Financial Statements along with the Auditors' Report thereon and forms part of this Annual Report. The financial statements of the Company have been prepared in accordance with Indian Accounting Standards notified under section 133 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Rajan Goel & Associates, Statutory Auditors, in their report for the financial year ended March 31^st, 2025.

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Board as per the provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, given by Mr. Gaurav Arora (Membership No. 48327), Practising Company Secretary is given in Annexure-A to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on April 10, 2025, has approved the appointment of Mr. Gaurav Arora, Practising Company Secretaries, a peer reviewed firm (Firm Registration Number S2017DE453500) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM and they have confirmed that they hold a valid certificate issued by the Peer Review certificate issued by the Peer Review Board of the ICSI.

INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s V.K. KILA & CO., Chartered Accountants, New Delhi (Firm Registration No. 007772C) as Internal Auditors pursuant to the provisions of Section 138 of the Companies act, 2013 for the financial year 2025-26. The Internal Auditors directly report to the Audit Committee.

STATEMENT OF CASH FLOW

In conformity with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Cash Flow for the year ended on 31^st March, 2025 as prepared under the provisions of Indian Accounting Standard -7 as notified under Section 133 of the Companies Act, 2013 is attached as a part of the Financial Statement of the Company.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as a part of this Annual Report. The Company has appointed Mr. Gaurav Arora (Membership No. 48327), Practising Company Secretary, to conduct the Corporate Governance Audit of the Company for the Financial Year 2024-25. A Certificate from him regarding compliance with Corporate Governance conditions as stipulated under relevant provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed as Annexure-C to the Report on Corporate Governance.

DISCLOSURE UNDER COMPANIES ACT, 2013 i. EXTRACTS OF ANNUAL RETURN:

In compliance with Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is attached in Annexure-B as part of this report.

ii. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans, made investments or provided any guarantees or securities to the parties covered under section 185 and 186 of the Companies Act, 2013.

iii. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on arms' length basis and were also in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with the promoters, directors, key managerial personnel which may have a potential conflict with the interests of the Company at large, no detail is required to be given in Form AOC-2. The details of the transactions with related parties are provided in the Notes to Financial Statements. The Related Party Transactions policy as approved by the Board of Directors.

iv. INTEGRATED REPORTING

The Company is complying with the applicable requirements of the Integrated Reporting Framework. The Integrated Report tracks the sustainability performance of the organization and its interconnectedness with the financial performance, showcasing how the Company is adding value to its stakeholders. The Integrated Report forms a part of this Integrated Annual report.

v. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

vi. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.

vii. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT A. FINANCIAL REVIEW

Your Company has total Comprehensive income of (29.70) lakh after interest, depreciation & tax which together with brought forward losses of (3012.94) lakh aggregating to (3042.64) lakh has been carried to the Balance Sheet.

B. RESOURCES AND LIQUIDITY

The Company, as in the past, is not relying on any borrowing except unsecured loans to fund its activities.

C. BUSINESS OVERVIEW AND UPDATES

Your company is currently engaged in providing Financial and Other Advisory Services besides dealing in shares and securities. However, your board is in constant look out for the new business avenues which can be taken up with the existing business.

D. OPPORTUNITIES AND THREATS

We are operating in an environment marked by significant global uncertainty. Continued conflicts in Europe and the Middle East, combined with a broader global economic slowdown, are affecting large economies and international markets. While our company has no direct business exposure to conflict zones or to markets under sanctions such as Russia. We are closely monitoring the situation to mitigate any indirect impact.

E. OUTLOOK

Despite the global challenges, we are cautiously optimistic. To counterbalance the uncertainty, we continue to explore new opportunities. We remain vigilant and flexible, ready to take timely actions as the external environment evolves.

F. RISK AND CONCERNS

The risk landscape continuously changes, influenced by global economic shifts, regulatory changes, and technological advancement. By embedding risk management at the core of our decision-making, we enhance our agility, maintain a forward-focussed approach.

G. ADEQUACY OF INTERNAL CONTROL

The established Internal Control Systems of your Company are adequate to ensure that all the activities are monitored and controlled against any misuse or misappropriation of asset and that the transactions are authorized, recorded and reported correctly. More so, these internal control systems are regularly monitored by the audit committee of your Company and are improved upon on regular basis. The Company has adequate internal control systems commensurate to its size and scale of operations. The systems ensure efficiency, reliability, completeness of accounting records and preparation of reliable financial and management information. It also ensures compliances of all applicable laws and regulations, and protection of the Company's assets.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

Pursuant to applicable provisions of the Companies Act, 2013, as amended from time to time, the Nomination and Remuneration Committee has specified the manner for effective evaluation of performance of Board, its committees and individual Directors. The Board of Directors has carried out evaluation of performance of each of them. The Committee reviews its implementation and ensures the compliances thereof. As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee, has also formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including

Independent Directors. The Committee has selected certain additional criteria for evaluation of Executive Director. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committees, such as, adequacy of the constitution and composition of the Board and its Committees, discharge of role and responsibility by the Board and its Committees, frequency of the meetings, regulatory compliances and Corporate Governance etc. Similarly, for evaluation of individual Director's performance, the questionnaire covers various aspects like his/her attendance at the meeting of Board and its Committees, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 1 (outstanding) to 5 (poor) for evaluating the entire Board, Committees of the Board and of their peer Board members, including Chairman of the Board. The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non - Independent Directors and the Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Board of Directors has carried out evaluation of every Directors performance including the Executive Director. The performance evaluation of the Independent Directors have been done by the entire Board, excluding the Director being evaluated on the basis of performance and fulfillment of the independence criteria as specified under the Companies Act, 2013 and the Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes its directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. All efforts are made to keep Independent Directors aware of major developments taking place in the industry, business the company operates in and relevant changes in the law governing the subject matter.

BUSINESS RISK MANAGEMENT:

The Company has laid down a well defined Risk Management Policy to identify the risks associated with the business of the Company on a periodical basis and review the minimization programs to mitigate them. The Company is not mandatorily required to constitute a Risk Management Committee. As a good practice, the Company regularly reviews the existing risk management system and major risks associated with different businesses of the Company. The Audit Committee oversees the Risk Management function and reviews the prevailing risk management framework in the Company periodically. The Board of Directors of the Company, on the recommendation of the Audit Committee, takes appropriate measures, reviews the major risks associated with the Company and takes all requisite measures to minimize them.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company, as required under Section 177 of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 has established "Vigil Mechanism / Whistle Blower Policy" for Directors and Employees of the Company.

This Policy has been established with a view to provide a tool to directors and employees of the Company to report to the management genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has not received any reference under the said policy during the year. The said policy of the Company can be accessed at www.aravalisecurities.com.

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

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2025 and the date of this report affecting financial position of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of SEBI Listing Regulations, and the same is annexed as Annexure-D.

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

The Company being engaged in the Financial and Other Advisory Services and trading, does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

CAUTIONARY STATEMENT

Statements in this report on Management Discussion and Analysis describing the Company's objectives, outlook, estimates, expectations, predictions, belief and management perceptions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to Company's operations include, among others, economic conditions in the market in which the Company operates, changes in the Government Regulations, Tax Laws and other statutory and incidental factors. The Company assumes no responsibility in respect of the forward-looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.

ACKNOWLEDGEMENT

Your Company and its Directors wish to extend their sincere thanks for the co-operation received from shareholders, bankers, Government Authorities and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.

By Order of the Board of Directors