Aryan Share & Stock Brokers Ltd

To,

The Members,

Aryan Share and Stock Brokers Limited

The Directors of the Company feel amiable in presenting 29^th Annual Report of the Company Along with the Audited Statement of Accounts and Auditors' Report for the Financial Year ended 31^st March 2024.

1.) FINANCIAL PERFORMANCE:

(Rs. In lacs)

1) STATE OF COMPANY'S AFFAIRS:

There is no change in the Nature of the Business of the Company during the Financial Year 2023-24. The performance of our Company has been satisfactory and to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under; Revenue: During the financial year 2023-24, the total revenue of the Company has decrease from Rs. 182.19 lacs to Rs.109.77 Lacs. Expenses: In Financial Year ended 31^st March, 2024, the expense of the Company is decrease from Rs. 111.07 lacs to Rs. 100.59 lacs as compared to the previous financial year ended on 31^st March, 2024 and the Profit after tax of the company is decreased.

3. ) DIVIDEND:

Keeping in view the growth prospects of the Company the Board of your company has not recommended any Dividend for the Financial Year 2023-24.

4. ) MATERIAL CHANGES AND COMMITMENTS:

The Company has not undergone any Material Changes during the Financial Year that may affect the Financial Worth of the Company in any way.

There are No Significant and Material orders passed by the Regulators, Tribunals or Courts which can have a significant impact on the status of the Company of being a going concern and Company's Operations in future.

5. ) INTERNAL FINANCIAL CONTROL:

Your Directors state that there are adequate Internal Controls in the Company for ensuring the Smooth working of the Operations and growth of the organization

6. ) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As the requirement under SEBI(LODR), 2015 the Management is required to prepare MDAR , for that reason it has been annexed as forming part of this Report.

7. ) REPORT ON CORPORAE GOVERNANCE:

Company has not been involved in any unethical Practices and has complied with all the Compliance related requirements. As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last day of the Previous Financial Year. Since the Company's Paid up Equity Capital and the Net Worth fall below the limit mentioned above, compliance with Corporate Governance are not applicable to the Company. Accordi ngly as per BSE clarification vide Circular LIST/COMP/12/2019-20. Companies to which the Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018 is also not applicable and not required to submit the Annual Secretarial Compliance Report.

8. ) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not required to prepare any Consolidated Financial Statement.

9. ) DEPOSITS:

The Company has not accepted any Deposits during the Financial Year 2022-23 which are required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.

10. ) 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:

1. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. The Directors 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;

4. The Directors have prepared the annual accounts on a 'going concern' basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

11. ) EMPLOYEE STOCK OPTION:

During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.

12. ) AUDITOR AND AUDITORS' REPORT:

The Shareholders at their 27^th Annual General Meeting (AGM) held on 24^th September, 2022 had approved the appointment of M/s. Ramesh & Ramachandran Chartered Accountants (Firm Registration No. 02981S), Statutory Auditors to hold office for the period of five years from the conclusion of 27^th AGM till the conclusion of 32^nd Annual General Meeting. The Auditors in their Audit report have not made any adverse remark, qualification or reservation.

13. ) EXTRACT OF ANNUAL REPORT:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and the web link of the same is http://assbl.com/investors/annual reports.

14. ) CORPORATE SOCIAL RESPONSIBILITY:

As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, no need to form CSR committee. Hence the Company is not required to contribute in CSR.

15. ) DIRECTORS AND KEY MANAGERIAL PERSONNNAL:

During the year under review, the following changes occurred in the position of Directors/KMP of the company.

Underneath a table has been provided consisting of the information regarding Directors of your Company

16.) MEETINGS OF BOARD:

The following Meetings of board of directors held During the Financial Year 2023-24

17. ) COMMITTEE OF BOARD OF DIRECTORS:

Pursuant to section 178 and other applicable provisions of the Companies Act,2013 Company had constituted the following Board Committees

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholder relationship committee

4. Independent Director committee

5. Share transfer committee

The composition of all committees has been stated under corporate governance report as an integral part of Annual Report.

18. ) BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as mutually evaluated their performance along with the performance of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee etc. Various aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated under this. The performance of the Directors was assessed individually and as a Whole.

19. ) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review.

a) Conservation of energy : NA

b) Technology absorption : NA

c) Foreign exchange earnings and outgo : NA

20. ) REMUNERATION TO DIRECTORS:

The remuneration paid to Executive, Non-Executive and Independent Directors are disclosed in the extract to the Annual Return in Form MGT-9. The same has been annexed as Annexure-1 of Board Report.

21. ) RISK MANAGEMNT POLICY:

Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management frame work. The mitigate measures taken are reviewed periodically at the Board. Adequate back u p of the systems in 3 sets are being taken and as a one more avenue, remote serve technology is being operated to mitigate any eventuality. The management is proud to say that not even a single trading day is not lost nor data is lost due to the effective risk management strategy.

22. ) VIGIL MECHANISMPOLICY/WHISTLE BLOWER POLICY:

Company has formulated and published a whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concern. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud/ misconduct. The provision of policy is in line with the provision of the section 177(9) of the Act; the policy is available on company's website www.assbl.com

23. ) REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on company's website: www.assbl.com

24. ) SECRETERIAL AUDIT:

The board has appointed CS Vishakha Agrawal, Company Secretary (ACS No 39298), to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31^st, 2024 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does contain one qualification, reservation or adverse remark.

25. ) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The details of Loans, Guarantee and Investments provided by the company under sections 186 of the Act as at the end of Financial Year 2023-24 are disclosed in the notes to the financial statement.

26. ) RELATED PARTY TRANSACTION:

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2 and the same forms part of this report.

27. )DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Aryan Share And Stock Brokers Limited is to provide the healthy environment to its employees, the company has in place a prevention of the Sexual Harassment Policy and an internal complaints committee as per the requirements of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on company's website: www.assbl.com

28. ) DECLARATON BY 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 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors' Databank.

Your Board would like to inform that, the second term of five years of Mr. Nirmalchand Premraj the Independent Directors has been complete from the closure of the business hours of this AGM which will held on 21.09.2024.

Mrs. Jyoti Mukesh Nalawade (DIN: 10720562)was appointed as an Additional Director in category of the Non-Executive Independent Director by the Board on 29^th July, 2024 for first term of 5 (five) years subject to confirmation by shareholders in next general meeting or three months from the date of appointment, whichever is earlier.

The Board recommends and confirms the appointment of the Independent Director at ensuing 32 ^nd AGM as set out in the Notice of the Meeting to be held on 30^th September, 2024. Other than that, during the year under review, the company has not appointed any other Independent Director 29).DISCLOSURE REQUIREMENT:

> As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

> Details of the familiarization programme of the independent directors are available on the website of the Company www.assbl.com

> During the year the company has not transferred any amount to General reserve.

30. ) REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on company's website: www.assbl.com

31. ) CHANGE IN SHARE CAPITAL

During the financial year 2023-24, there was no change in capital structure of the company. The Authorised Capital is ? 5,00,00,000 and Paid- up Share Capital was ? 3,00,00,000. Further that the Company:

(a) Has not allotted any shares with differential rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

(b) Has not allotted any sweat equity shares during the year, hence there has not been anything to disclose under provisions of section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rule, 2014.

Has not made any further issue of share capital during the year, hence there has not been anything to disclose under provisions of section 62(1)(b) of the Act read with Rule 12(2) of the Companies (Share Capital and Debenture) Rule, 2014.

32. ) CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensi tive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at www.assbl.com

33. ) PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

34. ) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

35. ) general:

Your Directors state that during the year under review:

(a) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

(b) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2024, to which the financial statements relate and the date of this report.

(c) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines.;

(d) There were no revisions in the Financial Statement and Board's Report.

(e) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

(f) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

(g) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

36. ) ACKNOWLEDGEMENT:

Your Director wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendor and Shareholders during the year under review. Your Director also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company