Your Directors take pleasure in submitting the 43^rd Annual Report of the Business and operations of your Company and
the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

The Company discloses financial results on quarterly yearly basis of which results are subjected to limited review and
publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on
the Company's website www.arnoldholdings.in.

2. STATE OF COMPANY'S AFFAIR

During the year, your Company recorded total revenue of Rs. 20200.12 Lakhs compared to total revenue of Rs. 20597.68
Lakhs in financial year 2023-24 and Profit before Tax for the year 2024-25 stood at Rs. 616.47 Lakhs as compared to
Profit before tax of Rs. 1274.25 Lakhs in financial year 2023-24. Profit after Tax for the current year stood at Rs. 532.65
Lakhs as compared to Profit after Tax of Rs. 882.36 Lakhs in the previous year. A detailed analysis on the Company's
performance is included in the "Management's Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows:

• Leveraging Digital tools and data intelligence to drive scale, stable asset quality, cost effectiveness and customer
experience.

• Drive a multi-year transformation agenda which shall enable us to scale profitability.

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this
time the company is not declaring dividends as the company require funds for its business expansion. Your Directors
are unable to recommend any dividend for the year ended 31^st March, 2025.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

The Company has not transferred any amount from profit to General Reserve. 19

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2025 was Rs. 50, 00, 00,000 and paid up share capital
of the Company as on the same date was Rs. 23, 77, 50,000.

Apart from this the Company has not issued any shares including shares with different rights, sweat equity shares or
employee stock options. As on March 31, 2025, 100% of the total paid-up capital of the Company stands in the
dematerialized form.

8. RBI GUIDELINES

Your Company is registered as a Non-Deposit taking Non- Systemically Important Non-Banking Finance Company with
RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is
no deposits which become due for repayment or renewal. The Company has complied with the 'Master Direction -
Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023', amended from time
to time and all other applicable Directions/regulations/ circulars of RBI during the Financial Year 2024-25.

9. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the
end of the financial year of the Company to which financial statements relates and the date of this report.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried
by the company during the financial year under review.

12. STATUTORY INFORMATION

The Company being basically is a Non-Banking Financial Company and dealing in shares and securities.

13. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the
Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern
status and company's operation in nature.

15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company,
Mr. Rajpradeep Mahavirprasad Agrawal (DIN: 09142752), Whole Time Director, retire by rotation and is being eligible
has offered himself for re-appointment at the ensuing Annual General Meeting. Company's policy on directors'
appointment and remuneration is available on the website of the company at
https://www.arnoldholdings.in/policies.html.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under
Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

16. ANNUAL RETURN

The Annual Return for FY 2024-25 is available on Company's website at
https://www.arnoldholdings.in./investor/annual-reports.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year
with related parties are in the ordinary course of business and on an arm's length basis only.

During the year under review the Company had not entered into transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions. The
Policy on Related Party Transactions is uploaded on the website of the company. The web link is
https://www.arnoldholdings.in/policies.html.

Further, all related party transactions entered into by the Company were in the ordinary course of business and were
on an arm's length basis, hence, disclosure in Form No. AOC-2 is not applicable to the company. The related party
transactions entered into by the company are disclosed in the note 33 in the financial statements forming part of the
Annual Report.

18. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their
detailed composition along with their attendance forms the part of Corporate Governance Report as given in Annexure-
1. The composition of the Board and its committee is also available on the website of the company at
https://www.arnoldholdings.in/.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

19. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if
any is given in Annexure- 1 in the Corporate Governance Report. The composition of the Board and its committee is
also available on the website of the company at www.arnoldholdings.in .

20. LOANS, GUARANTEES AND INVESTMENT

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans as well as acquisition
of securities in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the
Act.

21. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the
criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as
to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and
the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian
Institute of Corporate Affairs at Manesar.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have
complied with the code of Independent Director. Independent Directors met separately on 24^th March, 2025 to inter
alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality,
quantity and timeliness of the flow of the information between the Management and the Board.

23. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted
on the website of the Company at https://www.arnoldholdings.in/policies.html.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, your directors hereby
confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departments;

B. That 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 if the Company at
the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting
fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial

controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

25. ANNUAL EVALUATION BY BOARD

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of
the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of
the criteria such as the board composition and structure, effectiveness of board processes, information and functioning,
etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board
and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole
including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors
on 24^th March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director
being evaluated.

26. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets
are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal

audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable material weakness in the design or
operation were observed.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial
controls with reference to the financial statements to be disclosed in the board' report. The detailed report forms part
of Independent Auditors Report.

28. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance
Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual
report of the company. Corporate Governance Report is as per Annexure - 1.

29. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to
Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given below:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import
substitution: NA

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the
financial year): NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social
Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2024-25 forms part of this Board
report in Annexure - 2.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management
Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of director's report is given in Annexure - 3.

32. AUDITORS
STATUTORY AUDITORS:

M/s Amit Ray & Co., Chartered Accountant are Statutory Auditors of the Company, who were re-appointed in 39th
Annual General Meeting held until the conclusion of the 44th Annual General Meeting. Thus, no further action is
required in this regard.

INTERNAL AUDITORS:

M/s. KPJ & Associates, Chartered Accountants was appointed as an internal Auditor of the Company for the Financial
Year 2023-24 to 2027-28. Internal Auditors are appointed by the Board of Directors of the Company, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the
Company to the Audit Committee on a half yearly basis. The Scope of Internal audit is approved by the Audit Committee.

SECETARIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as Secretarial Auditor of the
company for the financial year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual
General Meeting, appointment Mr. Ranjit Binod Kejriwal, Company Secretary in practice, (FCS: 5985, COP: 6116) and a
Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the
company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with
the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect
from April 01, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-4. The Secretarial auditors' observation(s)
in secretarial audit report and directors' explanation thereto -

• Outcome of board meeting held on 30-05-2024 was revised as the company failed to attach resignation letter of Mr.
Santkumar Goyal, Whole Time Director of the company. Thereafter, company filed revised outcome of board meeting
held on 30-05-2024 with a delay 35 minutes approximately.

• The company filed audited financial results for the quarter and year ended 31-03-2024 with delay of 14 minutes
approximately.

• Mr. Himanshu Pawan Mallawat (relative of promoter) has purchased company's shares on 08-10-2024 and 25-10¬
2024 when the trading window was closed.

• Mr. Sushil Jhunjhunwala was re-appointed for a second term as Independent Director of the company in the Annual
General Meeting held on 30-09-2024. The second term was effective from 13-02-2025 and the date was not
mentioned in the Integrated Governance report filed for quarter 4 - March 2025.

• Due to non-availability of filing portal at CSE, Company is not filing any documents with CSE, which has marked it as
suspended.

• The Company has not filed certain RBI returns, namely DNBS-02, DNBS-10, DNBS-4A, and DNBS-4B, within the
prescribed timelines during the period under review, resulting in non-compliance with applicable RBI regulations.

The management hereby assures that they will be more vigilant and aware that such type of errors does not happen.

33. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as
required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud
to the Audit Committee of the Company in the year under review.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under 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. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act' 2013
read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed
in Annexure -5 to this report and form part of this Report.

The detailed remuneration policy of the Company is available on the below link:
https://www.arnoldholdings.in/policies.html

35. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of
Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-6.

36. CEO/ CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Certificate from Mrs. Gazala Mohammed Irfan Kolsawala, Chief Financial Officer of
the Company, for the year ended 31st March, 2024 is attached herewith as Annexure-7.

37. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited. 24

38. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and
Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board
of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel
has complied with general duties, rules, acts and regulations. In this regard certificate from Whole Time Director as
required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been
received by the Board and the same is attached herewith as per Annexure - 8.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link:
https://www.arnoldholdings.in/code-of-conduct.html

39. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best
interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability.
Our Company's core business objective is to achieve growth with transparency, accountability and with independency.
The Company has adopted various corporate governance standards and has been doing business in ethical way by
which Company has enhanced stakeholders trust, shareholders wealth creation by improving shares valuation, market
capitalization, etc.

A certificate received from M/s Amit Ray & Co., Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached herewith as per Annexure - 9.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate required under the listing regulations,
confirming that none of the Directors on the Board of the company has been debarred or disqualified from being
appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed as Annexure - 10.

41. SEXUAL HARASSMENT OF WOMEN

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment
including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the
workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to
the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature
of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an
employee.

Number of complaints received during the financial year: Nil
Number of complaints disposed of during the financial year: Nil
Number of cases pending for more than ninety days: Nil

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal
and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the
Company. The Committee also has an external senior representative member who is a subject matter expert. The Board
is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

Policy on Prevention of Sexual Harassment at Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all.
The Company's policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations
around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness
programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).

43. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act,
2013.

44. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the
Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

45. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
information with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price sensitive information
in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company
at https://www.arnoldholdings.in/policies.html

46. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will
help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation.
During the year under review, expenditure on research and development is not significant in relation to the nature size
of operations of your Company.

47. OPINION OF BOARD

Financial Year 2024-25, one Independent Director was appointed in the company. The Board of directors consists
of independent Director having integrity, relevant expertise and experience.

48. DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE ("IBC")

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company
during the financial year under review.

49. DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details
of 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 along with the reasons thereof is not applicable to the Company.

50. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has entered into the agreement which are in ordinary course of business with the directors and
Promoters, except this company has not entered into any other agreements with promoters, directors or promoter
group.

51. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

52. CREDIT RATING:

There is no credit rating obtained by the Company during the Financial Year 2024-25.

53. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and
commitment and express their sincere thanks and appreciation to all the employees for their continued contribution,
support and co-operation to the operations and performance of the company.

54. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from
Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all
executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Mumbai For the Board of Directors

Date: 12.08.2025 Arnold Holdings Limited

Sd/- Sd/-

Murari Mallawat Munni Devi Jain

Whole Time Director Chairperson

DIN:08809840 DIN:08194500