2. OPERATIONS

Your Company continues to engage in the business
of Asset Finance, MSME and Microfinance. The
Parent Company, Arman Financial Services Limited,
is engaged in two-wheeler finance and MSME;
while the microfinance business is managed
through Arman's wholly owned subsidiary, Namra
Finance Limited. The financial statements of both
Arman and Namra, as well as the consolidated
financials of Arman are included within the
Annual Report.

Consolidated Performance Highlights

• AUM was C1,942.93 Crores in FY 2022-23 as
compared to C1,233.22 Crores in FY 2021-22,
increased by 58%.

• Disbursement was C1,766.75 Crores in FY
2022-23 as compared to C1,023.29 Crores in
FY 2021-22, increased by 73%.

• Total income was C423.91 Crores in
FY 2022-23 as compared to C235.01 Crores in
FY 2021-22, increased by 80%.

• Profit before taxes was C124.95 Crores in
FY 2022-23 as compared to C45.52 Crores in
FY 2021-22, increased by 174%.

• Profit for the year attributable to owners of the
Company was C93.81 Crores in FY 2022-23
as compared to C31.72 Crores in FY 2021-22,
increased by 196%.

• The basic Earning Per Share was C110.47 as
compared to C37.36, increased by 196%.

• The diluted Earning Per Share was C107.28 as
compared to C37.35, increased by 187%.

Standalone Performance Highlights

• AUM was C315.29 Crores in FY 2022-23 as
compared to C211.22 Crores in FY 2021-22,
increased by 49%.

• Disbursement was C281.86 Crores in FY 2022¬
23 as compared to C183.18 Crores in FY 2021¬
22, increased by 54%.

• Total income was C96.14 Crores in FY 2022-23
as compared to C66.22 Crores in FY 2021-22,
increased by 45%.

• Profit before taxes was C37.59 Crores in FY
2022-23 as compared to C21.30 Crores in FY
2021-22, increased by 77%.

• Profit for the year attributable to owners of the
Company was C28.36 Crores in FY 2022-23
as compared to C16.23 Crores in FY 2021-22,
increased by 75 %.

• The basic Earnings Per Share was C33.40 as
compared to C19.12, increased by 75%.

• The diluted Earnings Per share was C33.02 as
compared to C19.12, increased by 73%.

3. DIVIDEND

In order to conserve capital, the Directors of your
Company do not recommend any dividend payment
at the ensuing Annual General Meeting ("AGM”).

The Dividend Distribution Policy of the Company
approved by the Board is in line with the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”). The
Policy has been uploaded on the website of the
Company at https://armanindia.com/policyncode.
aspx -> Dividend Distribution Policy.

4. APPROPRIATIONS

The Company proposes to transfer C568.00 Lakhs
(previous year C325 Lakhs) to Special Reserve
created u/s 45-IC of the Reserve Bank of India Act,
1934 ("RBI Act”). The Company has also transferred
C10.00 Lakhs (previous year C10.00 Lakhs) to the
general reserve.

5. COST RECORDS

The Company is not required to maintain cost
records as per the provisions of Section 148(1) of the
Companies Act, 2013.

6. MATERIAL CHANGES & COMMITMENT AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments,
that would affect financial position of the Company
from the end of the financial year of the Company to
which the financial statements relate and the date of
the director's report.

7. CREDIT RATING & GRADING

During the year under review, Acuite reviewed the
ratings on various bank facilities and debt instrument
of the Company and it's subsidiary. Acuite has
reaffirmed its rating for long term bank facility
and debt instruments to "ACUITE A-”; (A minus;
outlook stable).

CARE has also reaffirmed its rating for various
Non-Convertible Debentures ("NCDs”) at "CARE
BBB ”; stable (Triple B plus; outlook stable). The
Grading of Namra Finance Limited (WOS) was
also upgraded to 'MFI 1' (MFI one) by CARE
Advisory Research & Training Limited during the
year 2022-23.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

The Company has one wholly owned subsidiary,
named 'Namra Finance Limited' as on date. During
the year, no changes took place in the group
corporate structure of your Company. The Company
has formulated a policy for determining 'material'
subsidiaries pursuant to the provisions of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations”). The
said policy is available at the Company website at
the link https://armanindia.com/policyncode.aspx ->
Policy for Material Subsidiary.

The consolidated financial statements presented
by the Company include financial information of its
subsidiary prepared in compliance with applicable
accounting standards. The salient features of Namra
Finance Limited in Form AOC-1 is attached hereunder
as per "Annexure-1” as required under Section 129
(3) of the Companies Act, 2013.

Further pursuant to Section 136 of Companies
Act, 2013, financial statements of the Company,
consolidated along with relevant documents and
separate audited accounts in respect of subsidiary
are available on the website of the Company.

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has
further invested C80.00 Crore in Namra Finance
Limited (wholly owned subsidiary) by subscribing
80,00,000 Lakhs equity shares of C10/- each at the
rate of C100.00 per share (including premium of
C90.00 per share). Total investment in wholly owned
subsidiary stood at C185.63 Crore.

10. SURRENDERED RBI CATEGORY "A" LICENSE

The Board of Directors of the Company in its meeting
held on Feb 23, 2023, has voluntarily decided to
convert it's license from "Deposit taking” to "Non¬
Deposit taking” after considering the fact that from
the inception of the Company in the year 1992, the
Company has neither solicited nor received any
public deposits and merely holding the deposit taking
license was neither a business necessity nor serving
the Company's best interests. RBI has accepted
Company's request for convert itself from "Deposit
taking” to "Non-Deposit taking” and has issued a new
license of Non Deposit Taking NBFC (NBFC -ICC)
dated May 12, 2023.

11. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed
dividend for the year 2014-15 of C3,52,038/- to
Investor Education and Protection Fund (IEPF)
pursuant to provision of Section 124 of the Companies
Act, 2013 which remained unclaimed for a period of
more than seven years.

Members desirous of claiming their shares and
dividend which have been transfered to the IEPF,
may refer to the refund procedure, as detailed on
www.iepf.gov.in. Underlying shares on which dividend
has remained unclaimed from FY 2015-16 onwards,
will be due for transfer to IEPF account during the year
and individual notices to that effect has been sent
to concerned shareholders. Shareholders who have
not yet encashed their unclaimed/unpaid amounts
are requested to correspond with the Company's
Registrar and Transfer Agents, at the earliest to avoid
transfer of dividend and underlying shares to IEPF.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY

Except the loans, guarantees and investments made
in subsidiary Company, there were no other loans,
guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during
the year under review and hence the said provision is
not applicable.

13. PUBLIC DEPOSITS

During the year under review, your Company has not
accepted or renewed any Deposit within the meaning
of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
2014. Hence, the requirement of furnishing details of

deposits which are not in compliance with Chapter V
of the Companies Act, 2013 is not applicable.

14. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The composition of the Board is in accordance
with the provisions of Section 149 of the Act and
Regulation 17 of the SEBI Listing Regulations, with an
appropriate combination of Non-Executive Directors
and Independent Directors. The complete list of
Directors of the Company has been provided as part
of the Corporate Governance Report.

The Board of Directors consists of 9 (Nine) members,
of which 4 (Four) are Independent Directors and
1 (One) is a Nominee Director. The Board also
comprises of 2 (two) women Directors, including 1
(one) Independent Director. In accordance with the
Articles of Association of the Company and pursuant
to the provisions of Section 152 of the Companies
Act, 2013, Mr. Aakash Patel [DIN- 02778878] and Mrs.
Ritaben Patel [DIN- 00011818] will retire by rotation at
the ensuing AGM and being eligible, offer themselves
for reappointment.

The terms and conditions of appointment of
Independent Directors are available on the website
of the Company at https://armanindia.com/
policyncode.aspx -> Policy for Appointment of
Independent Director. The Board is of the opinion that
the Independent Directors of the Company possess
requisite qualifications, experience, expertise and
hold highest standards of integrity.

a) Key Managerial Personnel (KMP)

The Board has identified the following officials
as Key Managerial Personnel pursuant to
Section 203 of the Companies Act, 2013:

1) Mr. Jayendrabhai B. Patel - Vice
Chairman & Managing Director and C.E.O.

2) Mr. Aalok J. Patel - Joint
Managing Director

3) Mr. Vivek A. Modi - Chief Financial Officer

4) Mr. Jaimish G. Patel - Company Secretary
& Compliance Officer

15. MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2022-23 met
6 (six) times and Audit Committee met 4 (four)
times. All the recommendations made by the Audit
Committee during the year were accepted by the
Board. The details of the constitution and meetings

of the Board and the Committees held during the year
are provided in the Corporate Governance Report
which forms part of this Annual Report.

16. NOMINATION AND REMUNERATION
COMMITTEE

As per the Section 178(1) of the Companies Act,
2013 the Company has constituted Nomination
and Remuneration Committee, details of which are
provided in the Corporate Governance Report which
forms part of this Annual Report.

17. REMUNERATION POLICYRemuneration to Executive Directors

The remuneration paid to Executive Directors is
recommended by the Nomination and Remuneration
Committee and approved by Board in the Board
meeting, subject to the subsequent approval of the
shareholders at the ensuing Annual General Meeting
and such other authorities, as may be required. The
remuneration is decided after considering various
factors such:

• Level of skill, knowledge and core competence
of individual.

• Functions, duties and responsibilities.

• Company's performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arise, strike a balance
between the fixed and incentive pay reflecting short
and long-term performance objectives appropriate
to the working of the company and its goal. The
Nomination & Remuneration Committee of Board of
Directors shall recommend periodic revision in the
remuneration of Executive Directors to the Board
and the Board shall fix their remuneration taking into
consideration above factors as also ceiling limits
prescribed under the Companies Act, 2013 and other
statutes. The same shall also be approved by the
shareholders where required.

Remuneration to Non-Executive Directors

Non-Executive Directors are paid sitting fees for each
meeting of the Board and Committees of Directors
attended by them. They are also given the traveling
and other expenses they incur for attending to the
Company's affairs, including attending Committee,
Board and General meetings of the Company.

Remuneration of KMP (Excl. MD) & Other
Employees

The authority to structure remuneration for KMP

(Excl. M.D.) & other employees and the annual revision
thereof has been delegated to the Managing Director
and Joint Managing Director of the Company, based
on Company performance, individual performance
evaluation, recommendations of respective
functional heads and other factors having a bearing.

If there is any specific regulatory requirement for
fixation / revision of remuneration of KMP or any
other employee, by the Board or any committee, then
the same shall be done in compliance thereof.

18. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12)
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is furnished hereunder as per "Annexure-2”.

However, the information required pursuant to
Section 197(12) of the Companies Act, 2013
read with Rule 5(2) and 5(3) 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(1) of the Companies Act, 2013, the
Report 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 the ensuing
Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write
to the Company Secretary in this regard.

19. DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at
workplace. Further, the Company has constituted an
Internal Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, where complaints in the nature
of sexual harassment can be registered. Appropriate
reporting mechanisms are in place for ensuring
protection against sexual harassment and the right
to work with dignity. There were no complaints /
cases filed / pending with the Company during the
financial year.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies
Act, 2013 the Board of Directors of the Company
confirms that-

a) In the preparation of the annual accounts
for the year ended on March 31, 2023, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

b) 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, 2023 and of the profit and loss
of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared the annual
accounts on a going concern basis;

e) That the Directors have laid down internal
financial controls to be followed by the
Company and that the financial controls are
adequate and are operating effectively; and

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

21. SECRETARIAL STANDARDS

The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board Meetings and
General Meetings.

22. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the
declaration of independence, pursuant to the
provisions of Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations, stating that
they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulations 16(1)
(b) of the SEBI Listing Regulations and they are not
aware of any circumstance or situation, which exist

or may be reasonably anticipated, that could impair
or impact his / her ability to discharge his / her duties
with an objective independent judgment and without
any external influence.

23. FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent
Directors with the Company, their roles,
responsibilities in the Company, nature of industry
in which the Company operates, business model
of the Company, etc. The details relating to the
familiarization programme are available on the
website of the Company at https://armanindia.com/
policyncode.aspx -> Familiarization Programme For
Independent Directors.

24. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors

Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013 and the rules made thereunder
and RBI requirements, the Members at their 29^th
AGM held on September 29, 2021, has appointed
M/s Talati & Talati LLP, Chartered Accountants,
(Firm Registration No. 110758W/W100377), as the
Statutory Auditors of the Company for a term of three
years, i.e., from the conclusion of 29^th AGM till the
conclusion of the 32^nd AGM.

The Auditors' Report to the Members for the year
under review is unmodified. The Notes to the
Accounts referred to in the Auditors' Report are self¬
explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Act.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company has appointed M/s
GKV & Associates, Practicing Company Secretary
(Membership No.: F12366 and Certificate of Practice
No.: 19866) to undertake the Secretarial Audit of the
Company for the financial year 2022-23.

Further, in terms of the provisions of Regulation
24A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Circular
No. CIR/ CFD/CMD1/27/2019 dated February 8,
2019 issued by SEBI, M/s GKV & Associates has
issued the Annual Secretarial Compliance Report,

confirming compliance by the Company of the
applicable SEBI regulations and circulars / guidelines
issued thereunder.

The Secretarial Audit Report is appended as
"Annexure-3” to this Report. There is no adverse
remark, qualification, reservation or disclaimer in the
Secretarial Audit Report.

25. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's
length basis, in the ordinary course of business and
are in compliance with the applicable provisions
of the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015. There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which
may have potential conflict with the interest of the
Company at large or which warrants the approval of
the shareholders. Accordingly, no transactions are
being reported in Form AOC-2 in terms of Section
134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of the
transactions with Related Party are provided in the
Company's financial statements in accordance with
the Accounting Standards.

All Related Party Transactions are presented to the
Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The Policy on materiality of related party transactions
and dealing with related party transactions as
approved by the Board, may be accessed on the
Company's website at the link https://armanindia.
com/policyncode.aspx -> Policy on Materiality of
Related Party Transactions and Dealing with Related
Party Transactions.

26. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management
Committee in terms of the requirements of
Regulation 21 of the Listing Regulations and has also
adopted a Risk Management Policy. The details of
the Risk Management Committee are disclosed in
the Corporate Governance Report.

The Company has a risk management framework
and Board members are periodically informed about

the proceedings of the Risk Management Committee
to ensure management controls risk by means of
a properly designed framework. The Board is kept
apprised of the proceedings of the meetings of the
Risk Management Committee. The Company, as it
advances towards its business objectives and goals,
is often subjected to various risks.

Risk Management is at the core of our business and
ensuring we have the right risk-return trade-off in
line with our risk appetite is the essence of our Risk
Management while looking to optimize the returns
that go with that risk.

27. INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of
Internal Control to ensure compliance with policies
and procedures. It is being constantly assessed and
strengthened with new / revised standard operating
procedures and tighter information technology
controls. Internal audits of the Company are
regularly carried out to review the internal control
systems. Further, the Company has been conducting
management audit report by an external agency.
The Internal Audit Report and Management Audit
Report, along with auditor's recommendations and
implementation contained therein are regularly
reviewed by the Audit Committee of the Board.
Internal Auditor has verified the key internal financial
control by reviewing key controls impacting financial
reporting and overall risk management procedures of
the Company and found the same satisfactory. It was
placed before the Audit Committee of the Company.

28. INTERNAL FINANCIAL CONTROL

The Company has, in all material respects, an
adequate internal financial controls system and such
internal financial controls were operating effectively
based on the internal control criteria established by the
Company considering the essential components of
internal control, stated in the Guidance Note on Audit
of Internal Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India.

29. INTERNAL AUDIT

The Company has in place an adequate internal audit
framework to monitor the efficacy of internal controls
with the objective of providing to the Audit Committee
and the Board of Directors, an independent and
reasonable assurance on the adequacy and
effectiveness of the organization's risk management,
internal control and governance processes. The

framework is commensurate with the nature of the
business, size, scale and complexity of its operations.
The audit plan is approved by the Audit Committee,
which regularly reviews compliance to the plan.

30. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act and
the SEBI Listing Regulations, the Board has carried
out an annual evaluation of its own performance,
performance of the Directors individually and the
Committees of the Board.

Manner of Evaluation

The Nomination & Remuneration Committee and
the Board have laid down the manner in which
formal annual evaluation of the performance of the
Board as a whole, individual directors and its various
Committees is being made.

It includes circulation of evaluation response /
feedback sheet separately for evaluation of the
Board and its Committees, Independent Directors /
Non-Executive Directors / Managing Director / Chief
Executive Officer / Chairperson of the Company.

The evaluation of Board as a whole, individual
directors and its various Committees is being carried
out by the Nomination & Remuneration Committee of
the Company and subsequently it gives the report of
evaluation to the Board for review.

31. CORPORATE GOVERNANCE

We strive to maintain high standards of Corporate
Governance in all our interactions with our
stakeholders. The Company has conformed to
the Corporate Governance code as stipulated
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A separate section
on Corporate Governance along with a certificate
from the M/s. GKV & Associates, Practicing Company
Secretary, confirming the level of compliance is
attached and forms a part of the Board's Report.

32. DEPOSITORY SYSTEM

The Company's Equity Shares are compulsorily
tradable in electronic form. As on March 31,2023, out
of the Company's total equity paid-up share capital
comprising of 84,92,334 Equity Shares, only 1,48,810
(1.75%) Equity Shares were in physical form and the
remaining capital was in dematerialised.

As per SEBI notification No. SEBI/LAD-NRO/
GN/2018/24 dated June 8, 2018 and further
amendment vide notification No. SEBI/LAD-NRO/

GN/2018/49 dated November 30, 2018, requests
for effecting transfer of securities is not processed
from April 1,2019 unless the securities are held in the
dematerialised form with the depositories.

Further, transmission or transposition of securities
held in physical or dematerialised form is also
effected only in dematerialised form. Therefore,
Members holding securities in physical form are
requested to take necessary action to dematerialize
their holdings.

33. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower
Policy, whereby employees and other stakeholders
can report matters such as generic grievances,
corruption, misconduct, illegality and wastage /
misappropriation of assets to the Company. The
policy safeguards the whistle blowers to report
concerns or grievances and also provides direct
access to the Chairman of the Audit Committee. The
details of the Whistle Blower Policy are available on
Company's website at the link: https://armanindia.
com/policyncode.aspx -> Whistle Blower Policy

34. GREEN INITIATIVE

In accordance with the 'Green Initiative', the Company
has been sending the Annual Report / Notice of AGM
in electronic mode to those shareholders whose
Email Ids are registered with the Company and /
or the Depository Participants. Your Directors are
thankful to the Shareholders for actively participating
in the Green Initiative.

35. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of
the Act, the Annual Return in form MGT-7 for the
Company for the financial year 2022-23 is available
on the website of the Company at https://armanindia.
com/OtherReports.aspx?Page = Annual-return
->Annual Return 2022-23

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO

A. Conservation of energy and technology
absorption:

Since the Company does not carry out any
manufacturing activity, the particulars regarding
conservation of energy, technology absorption and
other particulars as required by the Companies
(Accounts) Rules, 2014 are not applicable.

B. Foreign exchange earnings and outgo:

There were no foreign exchange earnings during the
year (previous year also Nil) while the expenditure
in foreign currency by the Company during the year
was USD equivalent of C28,87,500 (previous year: Nil)
towards due diligence fees.

37. SHARES & SHARE CAPITAL

• Authorized Share Capital:

During the year under review, the authorized
share capital of the Company was reclassified
to 1,40,00,000 ordinary equity shares of
the Company of the face value of C10/-
each aggregating to C14,00,00,000/- and
10,00,000 Optionally Convertible Redeemable
Preference Shares of C10/- each aggregating to
C1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2023, the Company's paid-up
Equity Share Capital was C8,49,23,340/- divided
into 84,92,334 Equity Shares of C10/- each and
Optionally Convertible Redeemable Preference
Shares capital was C31,09,720/- divided into
3,10,972 Optionally Convertible Redeemable
Preference Shares.

• Buy Back of Securities:

The Company has not bought back any of its
securities during the year under review.

• Sweat Equity:

The Company has not issued any Sweat Equity
Shares during the year under review.

• Bonus Shares:

No Bonus Shares were issued during the year
under review.

• Issue of Compulsorily Convertible

Debentures (CCDs)

Your Company has issued and allotted
6,24,388 Unsecured Compulsorily Convertible
Debentures ("CCDs”) of C1,230/- each
aggregating C76.80 cr. on September 28,
2022 on a private placement basis to various
investors pursuant to shareholder's approval
obtained in Extra Ordinary General meeting of
the Company held on September 15, 2022.

The CCDs shall carry a coupon of 15% (fifteen
percent) simple interest per annum calculated
on the basis of a 365 (three hundred sixty
five) day year and the actual number of days

elapsed. These CCDs will be converted into
6,24,388 ordinary equity shares of Rs.10/- each
on the earlier of following events:

a) the Investor electing to convert the CCDs
into equity shares by issuing a conversion
notice to the Company; and

b) the date of expiry of 18 (eighteen) months
from the date of allotment of CCDs
("Conversion Date”).

• Issue of Optionally Convertible Redeemable
Preference Shares (OCRPS)

Your Company has issued and allotted
3,10,972 Optionally Convertible Redeemable
Preference Shares ("OCRPS”) of C10/- each at
a premium of C1,220/- per shares aggregating
C38.25 cr. on September 28, 2022 on a private
placement basis to various investors pursuant
to shareholder's approval obtained in Extra
Ordinary General meeting of the Company held
on September 15, 2022.

The OCRPS shall carry a cumulative right of
dividend at a fixed amount of C123/- (Indian
Rupees One Hundred and Twenty Three only)
per annum out of the profits of the Company
and the payment of such dividend shall have
priority over any dividend rights of the equity
shares of the Company.

The OCRPS will either:

a) be convertible into equivalent of 3,10,972
equity shares of the face value of C10/-
each of the Company, at a conversion
price of C1,230/- per equity share
(including a premium of C1,220/- per
share) at the option of the allottee within
a period not exceeding 18 months from
the date of allotment of OCRPS; or

b) be redeemed at a price of C1,230/-
per OCRPS at the option of the
allottee if the allottee chooses not to
convert the OCRPS.

• Employees Stock Option Plan

There has been no material change in the ESOP
Schemes during the year under review. The
ESOP Scheme is in compliance with the SEBI
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SBSE Regulations”).

During the financial year under the review, the
Company has allotted 750 ordinary equity

shares of C10/- each on May 17, 2022 to the
eligible employees of the Company/ Subsidiary
Company pursuant to 'Arman Employee Stock
Option Plan 2016'. Particulars of Employee
Stock Options granted, vested, exercised and
allotted are given in "Annexure-4”.

38. CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, your
Company has constituted a Corporate Social
Responsibility ("CSR”) Committee. The CSR
Committee has formulated and recommended to the
Board, a Corporate Social Responsibility Policy ("CSR
Policy”) indicating the activities to be undertaken by
the Company, which has been approved by the Board.
The CSR Policy is available on the website of the
Company at https://armanindia.com/policyncode.
aspx-> Corporate Social Responsibility Policy.

Further, the details including Composition of the CSR
Committee, the CSR Policy and the CSR Report are
given at "Annexure-5”.

39. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING

Your Company forms part of the top 1000 listed
entities on BSE Limited and National Stock
Exchange of India Limited as on March 31, 2023.
Accordingly, pursuant to Regulation 34 (2) (f) of
SEBI Listing Regulations, Company is required to
submit a Business Responsibility Sustainability
Report ("BRSR”) as a part of the Annual Report. The
Company's BRSR describing the initiatives taken
by the Company is uploaded on the website of the
Company at https://armanindia.com/OtherReports.
aspx?Page=BRSR -> BRSR 2022-23.

40. CODE OF CONDUCT

The Code of Conduct for all Board members and
Senior Management of the Company have been laid
down and are being complied with in words and spirit.
The compliance on declaration of Code of Conduct
signed by Managing Director & CEO of the Company
is included as a part of this Annual Report.

41. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management's discussion and analysis forms a
part of this annual report and is annexed to the
Board's report.

42. DETAILS OF FRAUDS REPORTED BY THE
AUDITORS

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditor have reported
to the Audit Committee under Section 143(12) of
the Companies Act, 2013 any instances of fraud
committed against the Company by its officers
or employees.

43. ANY SIGNIFICANT AND MATERIAL ORDER
PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

There is no significant material order passed by
the Regulators / Courts which would impact the
going concern status of the Company and its
future operations.

44. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There was no proceeding initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 during the financial year under review.

45. DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

The Company has not made any such valuation
during the FY23.

46. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the
employees, customers, suppliers, investors, lenders,
regulatory / government authorities and stock
exchanges for their co-operation and support and
look forward to their continued support in future.

For and on behalf of the Board of Directors of,
Arman Financial Services Limited

Jayendra Patel Aalok Patel

Date: August 14, 2023 (Vice Chairman & Managing Director) (Joint Managing Director)

Place: Ahmedabad DIN: 00011814 DIN: 02482747