Anand Rathi Wealth Ltd

STATE OF THE COMPANY'S AFFAIRS

During the fiscal year under review, our Company reported a consolidated revenue of 751.97 Crores, up from 558.91 Crores recorded for the previous year. This translates to an increase of 35% year-on-year. Furthermore, our Company earned profitafter net tax (PAT) of 225.82 Crores in 2023-24, compared to

168.60 Crores in 2022-23, marking a year-on-year growth of 34%. These numbersreflectour adeptness at navigating the market dynamics and capitalising on strategic opportunities to enhance shareholder value.

The financial performance is reflective of our continued focus on our commitment to sustainable growth amid fluctuating economic conditions.

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

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

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

The highest ever net-inflows

Highest ever AUM

The highest annual revenue and profit in our history

The highest dividend ever issued by our firm

2. DIVIDEND

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

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

Unclaimed Dividend

Regarding unclaimed dividends, as of March 31, 2024, a negligible 0.10 Crores remains uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and facilitate the claim process, we have published a detailed statement on our website

(https://anandrathiwealth.in/Investor-relations.php) listing names, depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected shareholders.

3. BUY-BACK

The Board of Directors, in accordance to our policy to reward shareholder has also approved a proposal to

Buy-back up to 3,70,000 Equity Shares of the Company at 4,450 per Equity Share for an aggregate amount not exceeding 164.65 Crores, representing 0.88% of the total paid up equity share of the Company, subject to shareholders approval.

4. AWARDS

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

5. SHARE CAPITAL

As of the close of the fiscal year on March 31, 2024, the Company's paid-up share capital reached 209,141,485 distributed across 41,828,297 equity shares, each with a face value of 5. This marks a modest increase from the previous year's total of

208,441,235 divided into 41,688,247 shares, on account of issuance of 140,050 new equity shares in the exercise of employee stock options during the last year.

6. EMPLOYEE STOCK OPTION SCHEMES

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

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

7. TRANSFER TO RESERVES

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

8. INDUSTRY OVERVIEW

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

The decade spanning from 2014 to 2023 has been described as golden era for foreign direct investment in

India, with the country attracting US$ 596 Billion in FDI, a figure that is double that recorded for the previous decade. This influx has been a catalyst for economic transformation, diversifying the industrial landscape and bolstering economic depth.

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

Despite this achievement, India continues to have one of the lowest worldwide mutual fund penetration rates, a mere 14% AUM to GDP ratio, strikingly lower as compared to the global average of 60% and over

100% in the United States. This disparity highlights the tremendous growth potential within the Indian mutual fund sector, especially as traditional investments like real estate and gold lose their sheen in the post-demonetization era.

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

9. BUSINESS OVERVIEW

Anand Rathi Wealth Limited (ARWL / We) began its operations as a mutual fund distributor registered with AMFI. Over the years, we have carved a niche as a wealth solutions provider for high and ultra-high-net-worth individuals (HNIs and UHNIs) in India. We have also extended our services to the non-resident Indian (NRI) community from our representative office in Dubai. Our firm's extensive network of Relationship Managers covers all major Indian cities, ensuring objective-based and standardised solutions to meet our clients' financial aspirations. As of March 31, 2024, our flagship Private Wealth (PW) business manages assets under management (AUM) totaling 57,807 Crores.

Our transparent and data-driven processes offer clients the best solutions to meet their financial goals. At ARWL, we set ourselves apart with a thorough understanding of client needs supported by meticulous research. This approach empowers us to make informed decisions that benefit our clients. This meticulous approach not only highlights potential risks but also informs strategic decisions that enhance client portfolios returns.

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

Through these strategies, we are strengthening our position as a holistic wealth solutions provider.

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

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

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

Outlook

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

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

The investment landscape has evolved significantly, with HNIs increasingly diversifying away from traditional financial instruments. The availability of complex investment products offers a broad array of options, yet also presents the risk of unsystematic allocation which could undermine portfolio risk adjusted returns.

Recognissssssing this, we have created disciplined approach to portfolio construction. We consider each client's return expectations and risk profile to formulate an ideal portfolio allocation strategy.

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

1. Penetration in the existing 9,900+ client's families.

There is massive scope of increasing our wallet share.

2. Addition of new clients.

3. Addition of new relationship managers.

4. Return on investments get added to AUM

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

10. DETAILS OF SUBSIDIARIES

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

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

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

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

Financial performance mirrored this growth trajectory, with total revenue escalating from

14.92 Crores in 2022-23 to 24.51 Crores in 2023-24. Furthermore, due to the benefits of operating leverage, net profit remarkable increase of 373.87%, rising from 0.72 Crores in 2022-23 to 3.41 Crores in 2023-24.

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

(OFA) Vertical

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

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

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

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

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

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

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

Over the review period, the number of MFD subscribers on the OFA platform increased from 5,677 to 5,994. Likewise, the platform's client base grew from 19.12 Lakhs to 20.62 Lakhs. Total revenue for the fiscal year 2023-24 rose by 17.07% year-over-year, reaching 6.75 Crores up from 5.76 Crores in the previous year and the Company shifted from a net loss of 66.95 Lakhs in 2022-23 to a profit after tax (PAT) of 72.99 Lakhs in 2023-24.

3. Freedom Wealth Solutions Private Limited

(FWSPL)

Freedom Wealth Solutions Private Limited (FWSPL), primarily engaged in fund deployments, reports that it does not have active business operations distinct from its investment activities.

The Company's revenue primarily stems from interest income. For the fiscal year 2023-24, total revenue declined to 0.46 Crores from 0.58

Crores in the previous year. Profit after Tax (PAT) also decreased, standing at 0.24 Crores for 2023-24, compared to 0.37 Crores in 2022-23.

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

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

The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1, is annexed as Annexure - I.

The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

Further, in alignment with the stipulations of

Section 136 of the Act, the Annual Report, audited financial statements, and other related documents have been made available on the

Company's website. Shareholders may access these documents at [Anand Rathi Wealth Investor Relations] https://anandrathiwealth.in/Investor-relations.php. Those interested can either download these documents from the website or request physical copies by contacting the Company directly. Additionally, these documents are available for inspection both at the Company's registered office and electronically. Shareholders may arrange an inspection by emailing csarwsl@ rathi.com.

The Company's Policy for Determining Material Subsidiary is also accessible on the same website.

During the year under review, the Company does not have any material subsidiary.

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

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

12. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

Annexure - II.

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

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY

REPORT

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

14. CORPORATE GOVERNANCE

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

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

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

15. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

Selection and Application of Accounting Policies:

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

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

Preparation of Accounts on a Going Concern

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

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

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

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

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

16. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Energy Conservation

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

17. DISCLOSURE OF EMPLOYEES UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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

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

18. PARTICULARS OF LOANS, GUARANTEES AND

INVESTMENTS

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

19. ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act 2013, together with Rule 12 of the Companies (Management and Administration)

Rules, 2014, we are pleased to announce that the

Annual Return (MGT-7) of the Company as of March

31, 2024, is now accessible on our website (https:// www.anandrathiwealth.in/Investor-relations.php). Stakeholders are invited to review the document at Anand Rathi Wealth's Investor Relations page. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

For further information, the details of the

Whistleblower Policy are publicly available on our corporate website at https://www.anandrathiwealth. in/Investor-relations.php .

21. DISCLOSURES PERTAINING TO THE SEXUAL

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

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

In line with this commitment, the Directors are pleased to report the robust implementation of the Policy for Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace. This policy, supported by an Internal Complaint Committee, is structured in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It underscores our proactive stance in addressing and mitigating issues of sexual harassment, ensuring a safe and supportive atmosphere for all employees. Reflective of the efficacy of these measures, it is noteworthy that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace Act, 2013. This underscores our ongoing commitment to maintaining a respectful and secure work environment.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES

The Company has established a comprehensive Policy on Related Party Transactions (RPT Policy), which has received approval from the Board of Directors.

This policy meticulously outlines the procedures for identifying related party transactions, securing necessary approvals from the Audit Committee, the Board, or Shareholders, and fulfilling reporting and disclosure requirements. These measures are in strict compliance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, 2015.

During the year under review, all contracts, arrangements, or transactions with related parties were conducted in the ordinary course of business and on an arm's length basis. These transactions were fully compliant with the relevant provisions of the Companies Act, 2013, and its accompanying rules. The Audit Committee has reviewed all Related Party Transactions. An omnibus approval was secured in advance for transactions that were either unforeseen or repetitive in nature, ensuring a streamlined process and adherence to regulatory requirements.

Details of material contracts or arrangements or transactions conducted on an arm's length basis are disclosed in the prescribed form AOC-2, annexed as

Annexure-V, and form an integral part of this report.

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

23. INTERNAL FINANCIAL CONTROL

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

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

The implemented policies and procedures ensure the economical acquisition and efficient use of resources, while also providing adequate protection of the Company's assets. This strategic approach not only optimises resource utilization but also shields the organisation from potential risks, thereby strengthening corporate governance and operational efficiency. The effectiveness of these internal controls is regularly reviewed by the Audit Committee to ensure they meet our strategic objectives and adapt to any changes in operational scope or regulatory requirements.

24. RISK MANAGEMENT POLICY AND ADEQUACY OF

INTERNAL CONTROLS

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

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

In compliance with the provisions of the SEBI Listing

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

25. RISK MANAGEMENT REPORT

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

26. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL

AND 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 Listing Regulations, 2015, ensuring compliance with governance standards. The Board epitomises a blend of professionalism, knowledge, and experience, contributing significantly to the strategic direction of the Company. Our Independent Directors are particularly noted for their professional integrity, as well as their extensive expertise and experience, which are invaluable to our leadership framework.

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

The current members of the Board include:

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 Listing Regulations, 2015.

This ensures that all committees function within the stipulated legal framework, reinforcing our commitment to rigorous corporate governance.

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

Key Managerial Personnel (KMP)

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

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

The Company witnessed the following changes in its key managerial personnel over the past year: A) Mr Rakesh Rawal (DIN: 02839168), re-appointment as Whole-time Director and Chief Executive Officer of the Company w.e.f.

April 01, 2023.

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

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

Directors Retiring by Rotation

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

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

Board and Committee Meetings Overview

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

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

Annual General Meeting/Extra-Ordinary General Meetings

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

Annual Performance Evaluation

In compliance with Section 178 and Schedule IV of the Companies Act, 2013, as well as the SEBI Listing

Regulations, 2015, a thorough annual performance evaluation has been conducted for the Board, its various committees, and individual directors, including the Chairman, Whole Time Director, Executive Directors, Non-Executive Director, and Independent Directors. This evaluation was meticulously executed by the Nomination and Remuneration Committee.

Independent Directors' Review Meeting

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

Evaluation Outcomes and Board Feedback

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

Declaration by Independent Directors under Sub-

Section (6) Of Section 149

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

These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body and have maintained their registration with the database of the

Indian Institute of Corporate Affairs (IICA). The Board, based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantly contributing to the governance of the Company.

Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with

Section 164 of the Companies Act, 2013.

27. STATUTORY AUDITOR

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

2027.

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

28. STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report for the fiscal 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 underscoring the robustness of our financial practices.

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

29. SECRETARIAL AUDITOR AND THEIR REPORT

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

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

30. COMPLIANCE WITH SECRETARIAL STANDARDS

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

31. PUBLIC DEPOSITS year under review, Anand Rathi Throughoutthefiscal

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

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

33. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

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

34. MATERIAL DEVELOPMENT

During the fiscal year under review, the shareholders approved a special resolution via postal ballot to amend the Memorandum of Association. This amendment introduces a new clause, enabling

Anand Rathi Wealth Limited to expand its business scope. The Company is now authorised to engage in activities as investment bankers, portfolio managers, wealth managers, and financial consultants. Additionally, it can provide management consulting, advisory services, and financial facilities of various descriptions. This strategic enhancement is designed to diversify our offerings and strengthen our market position.

35. POLICY ON DIRECTORS' APPOINTMENT AND

REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

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

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

Annexure VII in this report and can also be accessed on the Company's website at Anand Rathi Wealth Investor Relations.

36. MAINTENANCE OF BOOKS OF ACCOUNTS OF

COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY review, there In the fiscal have orders passedbyany Limited has relocated the maintenance of its books of accounts from the registered office to a new location. Effective from January 12, 2024, the Company's books of accounts will be kept at CYB-2 Cyber Park, Heavy Industrial Area, Jodhpur, Rajasthan 342001. This strategic move is aimed at optimising our accounting and administrative operations.

37. OTHER DISCLOSURES

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

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

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

The requirements for maintaining cost records and undergoing cost audits, as prescribed under

Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

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

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

38. ACKNOWLEDGEMENT

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

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

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