The Directors of your Company have pleasure in presenting the Thirty First Board’s Report together with the Audited Financial
Statements for the Financial Year ("FY”) ended 31 March 2026, setting forth the Company’s financial performance, strategic directions,
and corporate governance framework observed during the year under review.

FINANCIAL PERFORMANCE

The highlights of the standalone financial performance for the Financial Year 2025-26 are presented below:

The highlights of the consolidated financial performance for the Financial Year 2025-26 are presented below:

Key Ratios - Consolidated

FINANCIAL & BUSINESS PERFORMANCE DURING FY 2025-26

Our Company has reported another year of consistent, market-
agnostic performance. For FY26, the Company’s consolidated
revenue stood at ?1,253.11 Crores and reported Profit After Tax
(PAT) was ?397.17 Crores, after considering fair value gains on
investments of ?54.62 Crores, ESOP expenses of ?39.34 Crores,
and the related combined tax effects of ?3.84 Crores.

For better comparability with prior period numbers, excluding
fair value gains on investments, ESOP expenses, and the related
tax impact, consolidated total income stood at ?1,198.49 Crores
as against ?980.24 Crores in the previous year, reflecting a year-
on-year growth of 22.3%. Additionally, PAT for FY26 stood at
?385.73 Crores compared to ?300.51 Crores in FY25, marking a
year-on-year growth of 28.4%. This performance underscores the
Company’s consistency and its ability to navigate challenging
market conditions while maintaining a strong focus on delivering
value to its stakeholders.

FY 2025-26 was a difficult year for Indian equity markets, with
uncertainty and changing investor sentiment weighing on overall
performance. This was reflected in a significant market downturn,
marking the weakest fiscal performance since FY20, with the Nifty
50 declining by 5% and the BSE Sensex falling by over 7%. The year
was further characterized by heightened volatility, sustained FII
outflows, rising crude prices, and geopolitical tensions.

In spite of subdued market conditions, the Company’s consolidated
Assets Under Management (AUM) stood at H93,037 Crores as of
31 March 2026, a year-on-year increase of 21 %. This growth can be
attributed to a robust expansion in client base and the net inflows
evident from 14% increase in active client families to 13,395 as
on 31 March 2026. Furthermore, consolidated net inflows saw an
increase of 7%, reaching H13,457 Crores in FY 2025-26.

We added 21 Relationship Managers (RMs) on a net basis during
FY 2025-26, bringing the total to 401 by the end of the year. Most of
these RMs were promoted from Account Managers, who continue
to be our largest source of RMs and a key competitive strength. For
the full year, regret RM attrition remained below 2%. This highlights
the resilience of the Company’s organisational culture and the
effectiveness of long-term employee engagement strategies.

As part of the Company’s global expansion initiatives, it has
incorporated a wholly owned subsidiary in London, UK, and
obtained authorisation from the Financial Conduct Authority
(FCA) to establish a wealth management business. Additionally,
the Company is in the process of obtaining requisite regulatory
approvals to establish a presence in Bahrain and to commence
operations in GIFT City, India.

INDUSTRY OVERVIEW

Global financial wealth sector continues to expand, supported
by market performance and steady savings accumulation. The
global pool of financial wealth reached $305 trillion in 2024,
an all-time high (Source: BCG Global Wealth Report 2025) with

medium-term growth expected to remain in the mid-single digits.
This expansion has been driven by a combination of market
performance-particularly equities-and steady accumulation of
savings, even as interest rate cycles and geopolitical disruptions
have introduced periodic volatility.

However, a significant portion of this wealth remains outside
professionally managed channels. This under-penetration is
particularly pronounced in emerging markets, where a large
share of assets is held in deposits, physical assets or directly
managed portfolios. This creates a structural opportunity for the
wealth management industry.

India’s household savings behaviour is undergoing a gradual
transformation. While physical assets remain significant, there is
a clear shift towards financial instruments. This transition is not
linear. Cyclical factors continue to influence savings patterns, but
the long-term trend is towards greater financialisation, supported
by rising incomes and improved access to financial products.

India’s household financial wealth has expanded rapidly over the
past decade, rising more than threefold between 2015 and 2025,
but the composition of this wealth has shifted in important ways.
Deposits continue to remain the largest component, though
their share has declined from about 46% to 36%. While absolute
savings in bank instruments have grown steadily, households
are increasingly allocating incremental savings to a broader set
of financial assets.

India’s wealth management industry is entering a structurally
stronger phase, driven less by market cycles and more by
behavioural and institutional shifts. One of the most important
changes underway is the gradual move from do-it-yourself
investing to professionally managed portfolios. While direct
participation in equities has increased, a growing share of
incremental flows is now being channeled through intermediate
products such as mutual funds, portfolio management services
and advisory-led solutions. This transition is prominently visible
in the HNI and UHNI segments, which represent the most
attractive opportunity for the industry not only in India but in the
global context as well. A parallel and equally important driver
has been the sustained push towards investor education. Indian
wealth management industry is one of the fastest growing
globally and at over $5 trillion has become sizable, positioning it
well for sustained and broad-based growth.

BUSINESS OVERVIEW

Anand Rathi Wealth Limited (ARWL) operates with a clear
strategic focus as a pure-play wealth solutions firm. Unlike
diversified financial institutions that combine lending, broking or
investment banking with advisory, ARWL has built a singularly
focused business centered on providing uncomplicated,
transparent, fearless and data driven wealth solutions to ultra¬
high-net-worth (UHNI) and high-net-worth (HNI) clients.

Our company’s approach is fundamentally solution-oriented
rather than product-led. Portfolios for clients are constructed
through a disciplined framework that prioritises asset allocation,
risk calibration and long-term compounding, rather than short¬
term market opportunities.

ARWL’s Private Wealth business is built around a clearly defined
client segment-HNI and UHNI families-with investable
surpluses typically exceeding ?5 Crores. The company manages
clients across different stages of their financial lifecycle, from
wealth creation during peak earning years to preservation and
succession planning in later stages.

Client relationships are characterised by a long-term orientation,
with portfolios constructed around clearly defined financial
goals rather than episodic market opportunities. The average
relationship size has steadily increased over time, reflecting
both rising affluence and ARWLs ability to deepen wallet share.
Importantly, the firm maintains a calibrated client-to-relationship-
manager ratio, ensuring personalised engagement while retaining
scalability. The complexity of client needs-ranging from return
generation to capital preservation and succession planning-is
addressed through a structured framework. This positions ARWL
as a long-term partner rather than a transactional intermediary.

ARWL’s primary investment approach, 'Plan A’, is centered on
mutual funds as the core vehicle for long-term wealth creation.

From a large and fragmented universe, the firm identifies a
select set of funds through a disciplined evaluation process that
emphasises consistency, risk-adjusted performance, and fund
management quality. These funds are integrated into model
portfolios that combine asset allocation and fund selection
into a single framework. This eliminates the need for clients
to navigate multiple categories or make tactical allocation
decisions. Instead, portfolios are constructed to deliver steady
compounding through a coherent, long-term strategy. The result
is a standardised yet flexible approach-capable of maintaining
consistency across clients while adapting to different risk
profiles and investment horizons.

'Plan B’ complements the core portfolio by introducing
structured products aimed at enhancing portfolio stability. These
instruments are selectively deployed to manage downside risk
and provide greater visibility on return outcomes, particularly in
uncertain market environments. While the underlying structures
can be complex, ARWLs approach focuses on outcome-based
communication. Clients are presented with clearly defined
scenarios-covering potential returns, protection levels, and
investment timelines-allowing them to evaluate trade-offs
without engaging with product intricacies. Used judiciously,
structured products serve as a stabilising layer within the
portfolio, balancing the growth orientation of mutual fund
investments with elements of predictability.

OUTLOOK

ARWL’s primary strategic focus remains deepening wallet share
within existing client families while adding new clients in the HNI
and UHNI segments. In parallel, ARWL is investing in specialised
capabilities across areas such as taxation, estate planning, and
product structuring. These capabilities are intended to support
relationship managers in addressing increasingly complex client
needs, thereby enhancing the depth and quality of engagement
without diluting uncomplicated approach with client interactions.

The medium-term outlook for ARWL remains favourable,
supported by structural tailwinds in India’s wealth management
industry, including rising financialisation of savings and
increasing demand for professionals.

Key growth drivers shaping the Company's long-term growth
roadmap are as follows:

* Penetration in the existing client families.

* Addition of new clients.

* Addition of new relationship managers.

* Return on investments gets added to AUM.

We believe these four growth pillars will drive our growth by 20%
or more annually in net profit.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”), the Company
has formulated and adopted a Dividend Distribution Policy.

The Policy lays down the guiding principles, parameters
and internal factors to be taken into account by the Board
of Directors while recommending or declaring dividends,
including circumstances under which profits may be retained
in the interest of long-term growth, capital adequacy, liquidity
requirements and overall financial prudence. The Dividend
distribution policy is available on the website of the Company:
https://www.anandrathiwealth.in/newpdf/pdf/3dec/
DividendDistributionPolicy.pdf

DIVIDEND

The Company has actively rewarded its shareholders by declaring and disbursing Interim Dividend for FY 2025-26 & Final Dividend
for FY 2024-25 as below:

The dividend recommendation is in accordance with the guiding
principles and parameters set out in the Dividend Distribution
Policy of the Company.

In accordance with the resolution passed by the Board
of Directors on 13 October 2025, an Interim Dividend of
H6/- per share was paid to the shareholders of the Company
as on Record date of 17 October 2025. The Shareholders are
requested to confirm the same at the ensuing Annual General
Meeting. Further, subject to the approval of the Members at the
ensuing Annual General Meeting, the Board of Directors of the
Company have recommended Final Dividend of H7/- per equity
share of H5/- each, fully paid-up for the financial year ended
31 March 2026 which shall be paid within the statutory timelines
prescribed under the Companies Act, 2013 (the "Act”) and the
applicable provisions of "SEBI Listing Regulations”.

Pursuant to the provisions of the Income-tax Act, 2025, dividends
paid or distributed by the Company shall be taxable in the hands
of the Members. The Company shall accordingly deduct tax at
source ("TDS”) at the applicable rates at the time of payment of
dividend, in accordance with the provisions of the Income-tax
Act, 2025 and the rules made thereunder.

UNCLAIMED DIVIDEND

As of 31 March 2026, an amount of H3.57 Lakhs towards Dividend
remain unclaimed in the Company’s Unpaid Dividend Accounts.
In the interest of transparency and to facilitate ease of claim,
the Company has published a detailed statement on its website
https://www.anandrathiwealth.in/annual-submission.php.
comprising the names, Depository Participant IDs, Client
IDs, shareholding details, and unclaimed amounts of the
concerned shareholders.

TRANSFER TO RESERVES

The Board of Directors of the company have decided not to
transfer any amount to the reserves for the financial year 2025-26.
This decision is in line with the company’s financial strategy and
prudential approach, ensuring optimal utilization of profits for
business operations, growth initiatives, and shareholder value
creation, while maintaining full compliance with the applicable
provisions of the Act and SEBI Listing Regulations.

CAPITAL EXPENDITURE

During the financial year under review, the Company continued
to invest in capital expenditure programs aimed at strengthening
its operational capabilities and supporting future growth.
The capital investments were primarily towards building
technological infrastructure, enhancing office facilities, and
other business-related assets, in line with the Company’s
strategic objectives.

The Company evaluates its capital expenditure plans carefully
to ensure efficient utilization of resources and long-term value
creation for stakeholders.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2) of SEBI Listing Regulations,
the Management Discussion and Analysis Report covering
business performance, sectoral outlook, risks, and internal
control adequacy for FY 2025-26 is annexed and forms an
integral part of the Annual Report.

CORPORATE PROFILE & REGULATORY STANDING

Incorporated in 1995, Anand Rathi Wealth Limited (ARWL) is a
leading listed, Non-Bank Wealth Solution Institution in India and
part of the established Anand Rathi Group. The Company has its
Registered Office in Mumbai, Maharashtra, India.

The Equity Shares of the Company are listed on:

• The BSE Limited

• National Stock Exchange of India Limited

ARWL adheres to high standards of transparency, disclosure,
and fiduciary responsibility consistent with listed entity
governance expectations.

AWARDS AND CERTIFICATIONS

• Great Place to Work Certification awarded by Great Place
to Work Institute.

• Diamond Award in the ESG category at the Workplace
Excellence Awards by INFHRA for the Mumbai region.

SHARE CAPITAL

As on 31 March 2026, the Authorised Share Capital of the
Company stands at ?50,00,00,000 (Rupees Fifty Crores only)
and the Paid-up Share Capital of the Company stands at
?41,51,03,170 (Rupees Forty-One Crores Fifty-One Lakhs Three
Thousand One Hundred and Seventy only).

During FY 2025-26, there was no change in the Authorised or
Paid-up Share Capital of the Company.

The Board in its meeting held on 09 April 2026, recommended
issuance of bonus shares in the ratio of 1:1, subject to
shareholders’ approval at the ensuing AGM. Details are provided
in the AGM Notice.

EMPLOYEE STOCK OPTION SCHEMES

The Company has implemented the following Employee Stock
Option Plans (collectively referred to as "the Schemes”) for the
benefit of its eligible employees:

• Employee Stock Option Plan 2017 ("ESOP 2017”)

• Employee Stock Option Plan 2018 ("ESOP 2018”)

• Employee Stock Option Plan 2022 ("ESOP 2022”)

• Employee Stock Option Plan 2025 ("ARWL ESOP - 2025”)

All the aforesaid Schemes were in compliance with the Act and
other applicable laws.

The ARWL ESOP - 2025 scheme is available on the Company’s
website at www.anandrathiwealth.in/company-policies.php
and shall also be available for inspection by the Members at
the ensuing Annual General Meeting through electronic means.
Members may also inspect the same at the Registered Office of
the Company on all working days during business hours up to the
date of the Annual General Meeting, without payment of any fee.

ARWL EMPLOYEES' STOCK OPTION PLAN - 2025

The Company has implemented an Employee Stock Option
Scheme ("ARWL ESOP - 2025”) and administered by the
Nomination and Remuneration Committee in accordance with the
provisions of the Act, Companies (Share Capital and Debentures)
Rules, 2014 and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEBSE Regulations”).

The Company confirms that ARWL ESOP - 2025 is in compliance
with the applicable provisions of the SBEBSE Regulations.

The detailed disclosures as required under the said regulations
are available on the website of the Company.

A certificate from the Secretarial Auditors confirming that
the Scheme has been implemented in accordance with the
applicable regulations will be placed before the shareholders at
the ensuing Annual General Meeting.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES

During the Financial Year 2025-26, the Company incorporated
Anand Rathi FME (IFSC) Private Limited as a wholly-owned

subsidiary in GIFT City, Gandhinagar, as a Fund Management
Entity under the IFSCA framework.

The Company does not have any associate company or joint
venture within the meaning of the Companies Act, 2013. There
has been no material change in the nature of business of the
subsidiary during the year.

As on 31 March 2026, the Company does not have any
material subsidiary as per the Policy for Determining Material
Subsidiaries, which is available on the Company’s website at
www.anandrathiwealth.in/company-policies.php.

In accordance with Section 129(3) of the Act, the salient features
of the Financial Statements of the subsidiary company in the
prescribed Form AOC-1 are annexed to this Report as Annexure I.

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

Our digital wealth business is an extension of our
established private wealth expertise. The same investment
discipline - uncomplicated, transparent, fearless, data
driven and client-first philosophy that define our Private
Wealth practice now empower our Digital Wealth platform.
In today’s rapidly evolving fintech landscape, technology is
not merely a tool - it is the infrastructure through which
we are scaling trusted, personalised wealth services to a
broader universe of investors. We are streamlining wealth
services strategies to make it more efficient, smart and
accessible for the growing mass affluent segment-
individuals with investible assets between ?10 Lakhs and
?5 Crores. Our distinctive phygital model integrates the
care of personal touch with the speed and convenience
of technology. This ensures that clients not only receive
expert guidance tailored to their goals but also benefit
from seamless digital experiences.

During the year under review, the Company recorded a
growth of 22% year-on-year in Assets Under Management
(AUM), increasing from ?1,812 Crores as on 31 March 2025
to ?2,218 Crores as on 31 March 2026. The client base also
expanded from 6,087 as on 31 March 2025 to 7,106 as on
31 March 2026, reflecting a growth of 17% year-on-year.

Financial performance remained robust, with total
revenue rising from H29.20 Crores in FY 2024-25 to
H38.08 Crores in FY 2025-26. Net profit registered a growth
of 60%, increasing from H3.88 Crores in FY 2024-25 to
H6.22 Crores in FY 2025-26.

2. Ffreedom Intermediary Infrastructure Private Limited
(FIINFRA) - Omni Financial Advisors (OFA) Vertical

The Omni Financial Advisor (OFA) platform is a
flagship strategic initiative of the Company, purpose-
built to empower Mutual Fund Distributors (MFDs) and
Independent Financial Advisors (IFAs/ARN holders) with
a robust, technology-driven digital infrastructure. At its
core, OFA is designed to enable distributors to scale their
business, deepen client relationships, and operate with
greater professionalism, transparency, and efficiency in an
increasingly competitive landscape.

The mutual fund distribution ecosystem in India has long
been constrained by structural limitations. A large majority
of independent distributors continue to operate without
access to adequate digital tools, relying on transaction-led,
low-engagement client servicing models that offer limited
scope for retention or long-term relationship building.
Poor scalability and the absence of structured client
engagement frameworks have further hindered their ability
to grow sustainably. OFA was conceived precisely to bridge
these gaps - equipping MFDs and IFAs with the digital
capabilities they need to thrive in an ever-changing financial
landscape and achieve long-term, sustainable success.

The OFA platform offers a co-branded, mobile-first
experience designed for both the distributor and their end
clients, ensuring seamless accessibility and a consistent
brand identity. The platform delivers end-to-end services
spanning goal-based financial planning, client reporting,
dashboard analytics, online transaction execution, and
client engagement tools - consolidating the entire advisory
and servicing workflow into a single, intuitive interface.
Access to the platform is offered on a subscription basis,
providing MFDs and IFAs with the flexibility and affordability
to adopt digital capabilities without significant upfront
investment. Beyond transactional enablement, OFA equips
distributors with a comprehensive suite of sales and post¬
sales enablement tools and additional product capabilities,
empowering them to evolve from traditional order-execution
intermediaries into full-service financial advisory practices.

Key Platform Features:

OFA’s feature set addresses the full spectrum of a
distributor’s operational and client servicing needs:

• Client Reporting - Clear, Professional portfolio insights
for every client

• Online MF Transactions - Seamless end-to-end
execution, paperless

• Business Dashboard - Real-time AUA, client
activity & revenue view

• Goal Planning - Life-goal anchored financials
advisory conversations

• Client Engagement Tools - Structures communication
workflows that strengthen advisor-client relationships
and drive retention

The OFA platform continued its strong growth trajectory
during FY 2025-26. The number of MFD/IFA subscribers on the
platform grew from 6,447 as on 31 March 2025, to 6,906 as on
31 March 2026, reflecting growing adoption of the Company’s
digital infrastructure among mutual fund distributors and
independent financial advisors across the country.

Platform Clients - representing the end-clients serviced
by these MFDs/IFAs through the OFA platform - increased
from H22.47 Lakhs as of 31 March 2025, to H23.52 Lakhs as
of 31 March 2026. Correspondingly, Platform Assets Under
Management (AUM) the aggregate AUM managed by
MFDs/IFAs on behalf of their clients through the platform
- grew from H1,42,000 Crores as of 31 March 2025, to
H1,47,000 Crores as of 31 March 2026.

These metrics collectively reflect the expanding scale
and deepening engagement of the OFA ecosystem,
underscoring the platform’s growing role as a trusted
digital backbone for mutual fund distribution in India.

3. Freedom Wealth Solutions Private Limited (FWSPL)

Pursuant to a Share Purchase Agreement ("SPA”) executed
during the Financial Year 2025-26, the Company divested

its entire equity stake in its subsidiary, Freedom Wealth
Solutions Private Limited ("FWSPL”).

Accordingly, FWSPL has ceased to be a subsidiary of the
Company with effect from the date of completion of the
transaction i.e. 17 December 2025.

The aforesaid divestment was undertaken as part of the
Company’s strategic review and rationalization of its
business structure, with a view to enhancing operational
efficiency and sharpening focus on its core wealth
solutions business.

The company earned total income of H36.79 Lakhs and PAT
of H27.51 Lakhs (from 01 April 2025 to 17 December 2025).

4. Anand Rathi Wealth (UK) Limited

Anand Rathi Wealth (UK) Limited, incorporated in London,
UK to expand the global footprint in UK market. Accordingly,
the Company is registered with the Registrar of Companies
for England and Wales, UK, as a Wholly Owned Subsidiary
of the Company. The Subsidiary Company has received
authorization as a Non-MiFID Adviser and Arranger from
the Financial Conduct Authority (FCA), UK.

Anand Rathi Wealth Limited (the Holding Company) has
infused capital of GBP 5,00,000/- in the Subsidiary during
the quarter ended 31 December 2025.

The salient features of the financial position of the
Subsidiary are disclosed in Form AOC-1 annexed to this
Report, as required under Section 129(3) of the Companies
Act, 2013. Necessary disclosures under Regulation 30 of
the SEBI Listing Regulations have been duly made to the
Stock Exchange(s) within prescribed timelines.

5. Anand Rathi FME (IFSC) Private Limited

During the year under review, Anand Rathi FME (IFSC)
Private Limited was incorporated on 16 February 2026
as a wholly-owned subsidiary of ARWL. The subsidiary is
established in GIFT City, Gujarat, India, with the strategic
objective of acting as a fund management entity,
specifically to set up and manage Alternate Investment
Funds (AIFs) in compliance with International Financial
Services Centres Authority (IFSCA) Regulations. Being a
wholly-owned subsidiary, the incorporation and funding did
not constitute a related party transaction requiring arm’s
length disclosures. The Company continues to provide
oversight and support to the subsidiary, ensuring alignment
with its regulatory, governance, and operational standards.

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

In compliance with Section 134(3)(m) of the 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

Your company along with its subsidiaries, primarily offers
financial services-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 solutions 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

During the financial year under review, the Company recorded
foreign exchange earnings of ?0.40 Lakhs, as compared to nil in
the previous year. However, our foreign exchange expenditure saw
a significant increase to ?49.98 Crores from ?29.94 Crores in the
preceding year, underscoring a heightened activity in global financial
engagements that align with our expanding market strategy.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has constituted a Corporate Social
Responsibility ("CSR”) Committee and adopted a CSR Policy
outlining its approach towards the Company’s Corporate Social
Responsibility initiatives.

The CSR Committee of the Company comprises the following
Directors as on 31 March 2026:

I. Mr. Anand Nandkishore Rathi (DIN: 00112853), Chairman

II. Mr. Pradeep Navratan Gupta (DIN: 00040117), Member

III. Mr. Adesh Kumar Gupta (DIN: 00020403), Member

During the Financial Year 2025-26, the CSR Committee met
2 times. The details of the meetings held and attendance
of members thereat form part of the Annual Report on CSR
Activities annexed to this Report.

For the Financial year 2025-26, the CSR obligation of the
Company was ?620.84 Lakhs. The Company adjusted a surplus of
?14.84 Lakhs carried forward from previous financial years,
comprising ?0.29 Lakhs pertaining to FY 2023-24 and
?14.55 Lakhs pertaining to FY 2024-25. Accordingly, the net CSR
obligation for the year stood at ?606.00 Lakhs, which has been fully
spent on CSR activities in accordance with the applicable provisions
of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 or ("CSR Rules”). Further, a surplus of
?19.86 Lakhs pertaining to FY 2024-25 remains available for set¬
off against CSR obligations of the succeeding financial years.

In terms of Rule 8(1) of the CSR Rules, the Annual Report on
CSR activities for the Financial Year ended 31 March 2026 is
annexed to this Report as Annexure II and forms an integral
part hereof. The said report contains details of the CSR Policy,
composition of the CSR Committee, approved projects, amount
spent, unspent amount (if any) and other prescribed disclosures.

CORPORATE GOVERNANCE

The Company is firmly committed to upholding the highest
standards of Corporate Governance and continuously
benchmarks its governance framework against best practices.
The Company believes that sound governance is fundamental
to sustaining long-term shareholder value, strengthening
stakeholder trust and ensuring responsible business conduct.

The Corporate Governance framework of the Company is
designed to ensure transparency, accountability, fairness and
integrity in all its dealings. Robust systems and processes are
in place to ensure compliance with the provisions of the Act and
SEBI Listing Regulations.

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

DISCLOSURE OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 read
with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014

In accordance with the provisions of Section 197(12) of the
Act read with Rules 5(1), 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Remuneration Rules”), the prescribed disclosures
relating to remuneration of Directors, Key Managerial Personnel
and other employees form part of this Report.

The information required under Rule 5(1) of the Remuneration
Rules is provided in Annexure IV to this Report and forms an
integral part of the Annual Report.

Further, the statement containing particulars of employees
as required under Rules 5(2) and 5(3) of Remuneration Rules,
including the names and other prescribed details of employees
drawing remuneration in excess of the limits set out in the
Remuneration Rules, is maintained in accordance with the
provisions of the Act.

However, pursuant to the provisions of Section 136 of the
Act, the Annual Report and Financial Statements circulated to
the Members do not include the said statement. Any Member
interested in obtaining a copy of the same may write to the
Company Secretary at csarwsl@rathi.com. and the same will be
provided upon request.

INTERNAL FINANCIAL CONTROLS

The Company has established adequate Internal Financial Controls
("IFC”) with reference to Financial Statements in accordance with
the provisions of Section 134(5)(e) of the Act. The IFC framework
is designed to provide reasonable assurance regarding the
reliability of financial reporting and preparation of Financial
Statements in accordance with applicable Accounting Standards.

The framework ensures orderly and efficient conduct of
business, adherence to applicable policies, laws and regulations,
safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The internal audit function, along with management oversight,
evaluates the adequacy and operating effectiveness of controls
on an ongoing basis. The Audit Committee periodically reviews
internal audit reports, risk assessments, and management
responses to strengthen the overall control environment.

Based on such review, the Board of Directors confirms that
the Internal Financial Controls with reference to Financial
Statements were adequate and operating effectively during the
Financial Year 2025-26, commensurate with the size, scale, and
complexity of the Company’s operations.

The Statutory Auditors have also issued their report on the
adequacy and operating effectiveness of IFC under Section
143(3)(i) of the Act, which forms part of the Annual Report.

RISK MANAGEMENT

The Company has adopted a comprehensive Risk Management
Policy in accordance with the provisions of the Act and Regulation

17(9) of the SEBI Listing Regulations. The Policy provides for
a structured and disciplined approach to risk identification,
assessment, mitigation, monitoring and reporting.

Risk management is integral to the Company and is fundamental
to ensuring sustained profitability, capital protection, operational
resilience and long-term stability. In an evolving economic,
geopolitical, regulatory and financial environment, the Company
continues to strengthen and leverage its risk management
frameworks to address emerging risks proactively.

The Risk Management Committee oversees the implementation
and effectiveness of the risk management framework and
periodically reviews key risk indicators, mitigation measures and
emerging risk trends.

The Board, after reviewing the risk management framework and
the risk assessment reports, is of the opinion that there are no
material risks that may threaten the existence of the Company.

Market Risk

Fluctuations in equity markets, interest rates, and currency
movements directly impact client AUM valuations and fee
income. Managed through continuous portfolio surveillance and
asset allocation frameworks aligned to client risk profiles.

Regulatory & Compliance Risk

Operations governed by a multi-regulatory framework - SEBI
Listing Regulations, RBI (FEMA for NRI clients), the Companies
Act, 2013 and other laws as may be applicable from time to
time. Non-compliance may result in imposition of penalties,
etc. A dedicated team ensures adherence to all applicable and
evolving regulations.

IT & Cyber Security Risk

Digital platforms and client data repositories are vulnerable
to cyber-attacks, data breaches, and system failures.
Mitigated through Data Loss Prevention (DLP), multi-factor
authentication, regular vulnerability assessments, and ISO-
aligned IT governance.

Reputational Risk

Being a trust-driven, relationship-intensive business, any
instance of mis-selling, conflict of interest, or unsuitable product
recommendation can severely impact client retention and brand
equity. Managed through strict suitability assessments, transparent
fee disclosures, and a robust grievance redressal mechanism.

Key Person & Talent Risk

Heavy dependence on KMP and experienced Relationship
Managers makes attrition a critical business risk. Mitigated
through succession planning, competitive compensation
structures, and a strong internal talent pipeline.

RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework
that is embedded into its operational and strategic processes.

The framework enables systematic identification, assessment,
and mitigation of risks, ensuring continuity of business
operations and informed decision-making.

Key business risks and their mitigation strategies are reviewed
periodically and are integrated into the Company’s annual and
strategic business planning processes. The risk management
framework is supported by robust mitigation controls and a
structured reporting mechanism that ensures timely escalation
and resolution of risk-related matters.

In compliance with Regulation 21 of the SEBI Listing Regulations,
the Board of Directors has constituted a Risk Management
Committee. The Committee is entrusted with the responsibility
of overseeing the Company’s risk management plans, monitoring
emerging risks, reviewing the adequacy of mitigation measures,
and ensuring that the overall risk management framework
remains relevant and effective in the face of evolving business
and regulatory environments.

The Board is of the opinion that the risk management framework
of the Company is adequate and commensurate with the nature,
size, and complexity of its operations.

Details of the composition of the Risk Management Committee,
its terms of reference, and meetings held during the Financial
Year are provided in the Report on Corporate Governance
forming part of the Annual Report.

RISK MANAGEMENT REPORT

Pursuant to the provisions of Section 134(3)(n) of the Act and
Regulation 21 of SEBI Listing Regulations, the Company has a
robust and structured Risk Management framework in place.

The Board of Directors has constituted a Risk Management
Committee which is responsible for overseeing the identification,
assessment, monitoring, and mitigation of material risks that
could potentially impact the business objectives and operations
of the Company.

The Board is satisfied that there are no risks which in its opinion
threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the
Act read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing
Regulations, the Company has established a Vigil Mechanism
and Whistle Blower Policy for its Directors, employees, and
other stakeholders.

The Policy provides a formal and confidential channel for
reporting genuine concerns relating to unethical behaviour,
actual or suspected fraud, violations of the Company’s Code
of Conduct, or any other improper activity. The Policy ensures
adequate safeguards against victimisation of persons who avail

of the mechanism and provides for direct access to the Chairman
of the Audit Committee in appropriate or exceptional cases.

The Audit Committee of the Board oversees the functioning of
the Vigil Mechanism and reviews its adequacy and effectiveness
on a periodic basis.

During the Financial Year 2025-26, no complaints were received
under the Whistle Blower Policy.

The Whistle Blower Policy of the Company is available
on the Company’s website at www.anandrathiwealth.in/
company-policies.php.

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

The Company is committed to providing a safe, secure, and dignified
work environment for all its employees, free from any form of
sexual harassment. In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the Rules made thereunder,
the Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment of Women at the Workplace.

The Company has constituted an Internal Complaints Committee
("ICC”) in accordance with the requirements of Section 4 of the
POSH Act, comprising the prescribed composition, including
an external member, as mandated under the POSH Act, to
receive, inquire into, and redress complaints pertaining to sexual
harassment at the workplace.

Pursuant to Section 22 of the POSH Act, the Board of Directors
hereby confirms that during the Financial Year 2025-26, no
complaint of sexual harassment was filed, disposed of, or
remained pending before the ICC for a period of more than ninety
days. The Company conducts periodic awareness programmes
and training sessions to sensitise employees on the provisions
of the POSH Act and the redressal mechanism available to them.

FINANCIAL STATEMENTS

The Board of Directors, at its meeting held on 09 April 2026, approved
the Audited Standalone and Consolidated Financial Statements of
the Company for the Financial Year ended 31 March 2026, prepared
in accordance with the Companies Act, 2013, applicable Indian
Accounting Standards (Ind AS), and SEBI Listing Regulations. The
said Financial Statements form part of this Annual Report.

The audited Financial Statements and related documents are
available on the Company’s website at www.anandrathiwealth.
in/financial.php. Members may also inspect the same at the
Registered Office of the Company upon prior intimation at
csarwsl@rathi.com.

Directors and Key Managerial Personnel

The Board of Directors ("Board”) of the Company is strategically
composed to ensure an optimal balance of Executive, Non¬
Executive and Independent Directors, including an Independent
Woman Director, in full compliance with the provisions of the
Act and the SEBI Listing Regulations. The Board brings together
diverse professional expertise, knowledge and experience,
providing strategic guidance and oversight across all aspects of
the Company’s operations.

CHANGES TO THE BOARD OF DIRECTORS DURING
FY 2025-26

Appointments of Independent Directors

Based on the recommendations of the Nomination and
Remuneration Committee (NRC) and pursuant to the provisions
of the Act, the Board, at its meeting held on 12 January 2026,
appointed the following persons as Additional Directors in the
category of Non-Executive Independent Directors, for a term of
five consecutive years commencing from 12 January 2026 up
to and including 11 January 2031, not liable to retire by rotation,
in accordance with Section 149 read with Schedule IV to the Act
and applicable SEBI Listing Regulations:

• Mr. Debasish Panda (DIN: 06479085)

• Mr. Adesh Kumar Gupta (DIN: 00020403)

• Mrs. Deena Asit Mehta (DIN: 00168992)

The Shareholders of the Company approved the respective
appointment of above named three Non-Executive, Independent
Directors by passing Special Resolutions through Postal Ballot
on 15 February 2026.

Brief profile of the newly appointed Independent Directors

Mr. Adesh Kumar Gupta is a Chartered Accountant, Company
Secretary, and AMP from Harvard Business School with over
40 years of experience in corporate strategy, mergers and
acquisitions, business restructuring, fund raising, and taxation.
He has held senior board positions across multiple companies
at the Aditya Birla Group and currently serves as an Independent
Director on the boards of Grasim Industries Limited and Krsnaa
Diagnostics Limited.

Mr. Debasish Panda is a Senior IAS officer of the 1987 batch
with deep expertise in financial services regulation. He served as
Secretary in the Department of Financial Services, Government
of India, before being appointed as Chairman of the Insurance
Regulatory and Development Authority of India (IRDAI). His
regulatory experience spans health, family welfare, and financial
services sectors.

Mrs. Deena Asit Mehta is a pioneering figure in Indian capital
markets - the first woman to enter the BSE trading ring. A
Chartered Accountant with a Master’s in Management (Finance),
she brings over 150 Board year’s of experience and has served on
the boards of BSE, CDSL, ITI Limited, and the National Payments
Corporation of India (NPCI).

The expertise of the newly appointed Independent Directors will
be of immense value to the Board and the Company.

Re-appointment of Whole-time Director & CEO

Based on the recommendation of the NRC, the Board approved
re-appointment of Mr. Rakesh Rawal (DIN: 02839168) as
Whole-time Director & Chief Executive Officer of the Company

for a further term of three years, effective for the period from
01 April 2026 to 31 March 2029. The Shareholders approved
his appointment via a Special Resolution passed through
Postal Ballot on 15 February 2026, with 92.67% of valid
votes cast in favor.

Cessation of Independent Directors

During the year under review, the following Independent Directors
completed their maximum permissible tenure as prescribed
under Section 149(11) of the Act and accordingly ceased to be
Independent Directors of the Company:

• Mr. Mohan Vasant Tanksale (DIN: 02971181) completed his
second consecutive term of five years as an Independent
Director and accordingly ceased to be Independent Director
and Member of the Board with effect from the close of
business hours on 05 February 2026.

• Mr. Kishan Gopal Somani (DIN: 00014648), Mr. Ramesh
Chandak (DIN: 00026581), and Mrs. Sudha Pravin Navandar
(DIN: 02804964) completed their second consecutive term
of five years as Independent Directors and accordingly
ceased to be Independent Directors and Members of
the Board with effect from the close of business hours
on 14 March 2026.

Their cessation was solely on account of completion of tenure
and was not attributable to any resignation, disqualification,
or any other reason. Consequent to their cessation, they also
ceased to be Chairman or Members of the respective Board
Committees on which they served.

The Board of Directors places on record its deep appreciation
for the invaluable guidance, wisdom, and contribution made
by Mr. Mohan Vasant Tanksale, Mr. Kishan Gopal Somani, Mr.
Ramesh Chandak, and Mrs. Sudha Pravin Navandar during their
long and distinguished association with the Company.

The Company reaffirms that the Company has been in
compliance with the requirements relating to the composition
of the Board of Directors, including the minimum number of
Independent Directors, as prescribed under Regulation 17 of the
SEBI Listing Regulations at all times during the year.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the
Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following are
the Key Managerial Personnel ("KMP”) of the Company as
on 31 March 2026:

• Mr. Rakesh Rawal - Whole-time Director & Chief
Executive Officer

• Mr. Feroze Azeez - Joint Chief Executive Officer (with
effect from 10 April 2025)

• Mr. Rajesh Kumar Bhutara - Chief Financial Officer

• Mr. Pravin Rajendraprasad Jogani — Company Secretary &
Compliance Officer (with effect from 13 October 2025)

Directors Retiring by Rotation

In accordance with the Companies Act, 2013, Mr. Anand
Nandkishore Rathi (DIN: 00112853), who serves as a
Non-Executive Director and Chairman, is set to retire by
rotation at the upcoming Annual General Meeting (AGM) on
Thursday, 21 May 2026.

Being eligible, he has offered himself for re-appointment. The
resolution for his re-appointment is included in the AGM Notice,
which also contains his detailed profile, professional experience,
and the specific attributes that qualify him for continued
Board membership.

Changes in Company Secretary & Compliance Officer

During the year under review, Ms. Jaee Sarwankar (ICSI
Membership No. A38080) resigned from the post of Company
Secretary and Compliance Officer of the Company with effect
from 30 August 2025.

Ms. Anupama Sharma (ICSI Membership No. F1 1 356) was
designated as the Compliance Officer of the Company from
1 September 2025 till 12 October 2025, in compliance with
Regulation 6 of the SEBI Listing Regulations.

The Board of Directors thereafter, at its meeting held on
13 October 2025, appointed Mr. Pravin Rajendraprasad Jogani
(ICSI Membership No. A25413) as the Company Secretary and
Compliance Officer of the Company with effect from the said date.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2025-26, four (4) meetings of the Board
of Directors were duly convened and held on 10 April 2025,
10 July 2025, 13 October 2025 and 12 January 2026 in compliance
with the provisions of the Act, Secretarial Standard-1 (SS-1) on
Meetings of the Board of Directors, and the applicable provisions
of the SEBI Listing Regulations. The maximum interval between
any two consecutive Board meetings did not exceed the period
prescribed under the Act and the SEBI Listing Regulations.

All Committees have been constituted with the requisite
composition, including mandatory Independent Director
representation, and operate within their respective terms of
reference as approved by the Board.

The Board also constituted four (4) special purpose Committees,
namely the Buy-Back Committee, Bonus Allotment Committee,
IPO Committee and Management Committee for the efficient
execution of specific purposes to be undertaken during the year.

The frequency, quorum, and conduct of all Board and Committee
meetings were in compliance with the Act, Secretarial Standard
- 1 issued by the Institute of Company Secretaries of India
(SS-1), and SEBI Listing Regulations.

A comprehensive disclosure on the composition, terms of
reference, meetings held, and attendance of members is
provided in the Report on Corporate Governance forming part of
the Annual Report.

Meeting and Governance Overview
Shareholders Meetings

The Company held its most recent Annual General Meeting
(AGM) on 23 May 2025.

Independent Directors' Meetings

On 13 October 2025 and 12 January 2026, respectively the
Independent Directors met privately to evaluate the performance
of Non-Independent Directors, the Board, and its committees.
This assessment utilized a detailed questionnaire focusing on:

• The performance of Non-Independent Directors and the
Board as a whole;

• The performance of the Chairperson of the Company; and

• The quality, quantity and timeliness of information flow
between the management and the Board.

The Independent Directors expressed satisfaction with the
overall functioning, governance standards and effectiveness of
the Board and its Committees during the Financial Year 2025-26.

Evaluation Results and Strategy

The feedback from this process was consolidated into a formal
report for the Nomination and Remuneration Committee and the
Board. This report serves as a roadmap for enhancing Board
effectiveness. The Directors expressed high satisfaction with
the process, noting its value in strengthening the company’s
governance and operational efficiency.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the
Act and Regulation 25(8) of SEBI Listing Regulations, all
Independent Directors of the Company have submitted the

requisite written declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of
the Act and Regulation 16(1)(b) of SEBI Listing Regulations and
that they are independent of the management. The Board has
taken on record the said declarations after due assessment.

All Independent Directors of the Company have valid registrations
in the Independent Directors’ Databank maintained by the Indian
Institute of Corporate Affairs (IICA) in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and have complied
with the applicable proficiency and renewal requirements
prescribed thereunder.

The Board, after due review and evaluation, is of the opinion that
all Independent Directors consistently demonstrate integrity,
expertise, and experience, and are 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has a structured Familiarisation Program for
Independent Directors to familiarise them with the Company’s
business, operations, industry, roles, rights, and responsibilities.
At the time of appointment and on an ongoing basis, Independent
Directors are provided with relevant information about the
Company’s operations, business environment, and regulatory
framework to enable them to effectively discharge their duties.

The details of the Familiarisation Program are disclosed in the
Corporate Governance Report and are also available on the
Company’s website in compliance with the SEBI Listing Regulations.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) and Section 178
of the Companies Act, 2013 and Regulation 17(10) of the SEBI
Listing Regulations, the Company has instituted a structured
framework for the annual performance evaluation of the Board
as a whole, its Committees, and Individual Directors.

RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Related Party Transactions
("RPT Policy”), duly approved by the Board of Directors, in
accordance with the provisions of Section 188 of the Act read
with the Rules made thereunder and Regulation 23 of the SEBI
Listing Regulations. The RPT Policy outlines the framework
for identification, approval, reporting, and disclosure of related
party transactions and is available on the Company’s website at
www.anandrathiwealth.in/company-policies.php.

During the Financial Year 2025-26, all contracts, arrangements,
and transactions entered into by the Company with
related parties were:

• in the ordinary course of business;

• on an arm’s length basis; and

• in compliance with the applicable provisions of the Act

All related party transactions were placed before the Audit
Committee for prior approval. Omnibus approval was obtained
for related party transactions that were repetitive in nature and
fulfilled the criteria prescribed under the applicable provisions.
Wherever required, approvals of the Board of Directors and the
Members of the Company were duly obtained.

The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Act, in the prescribed Form
AOC-2, are annexed to this Report as Annexure V.

Details of related party transactions as required under Indian
Accounting Standard (Ind AS-24) are disclosed in the Notes to
the Standalone and Consolidated Financial Statements forming
part of this Annual Report.

The Company had obtained approval of the Members through
Postal Ballot by way of remote e-voting for certain Material
Related Party Transactions with Anand Rathi Global Finance
Limited, and Anand Rathi Financial Services Limited, being
Related Parties, for the Financial Year 2025-26, in terms of
Regulation 23(4) of SEBI Listing Regulations.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, the Board of Directors of
Anand Rathi Wealth Limited, to the best of its knowledge and
ability, hereby confirms and states that:

(a) in the preparation of the Annual Accounts for the Financial
Year ended 31 March 2026, the applicable Accounting
Standards have been followed and there are no material
departures therefrom;

(b) the Directors have selected such accounting policies and
applied them consistently and made judgements 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 31 March 2026 and of the profit of the Company for the
Financial 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 Annual Accounts have been prepared on a
going concern basis;

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

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

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the Internal Auditors,
Statutory Auditors, and Secretarial Auditors, and the reviews
conducted by the Management and the Audit Committee, the
Board is of the opinion that the Company’s internal financial
controls were adequate and operating effectively during the
Financial Year 2025-26.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

In accordance with the requirements of Regulation 34(2)(f) of the
SEBI Listing Regulations, the Company presents a comprehensive
account of its initiatives and performance across Environmental,
Social, Governance and Sustainability dimensions through its
Business Responsibility and Sustainability Report ("BRSR”).
The BRSR forms a dedicated section of the Annual Report
and is separately accessible on the Company’s official website
at www.anandrathiwealth.in.

The BRSR has been structured in alignment with the nine (9)
Principles of the National Guidelines on Responsible Business
Conduct (NGBRCs) issued by the Ministry of Corporate Affairs.
For each of the nine Principles, a detailed report has been
prepared encompassing both Essential Indicators - which are
mandatory disclosures - and Leadership Indicators - which
reflect the Company’s voluntary commitments and higher-order
sustainability practices beyond statutory obligations.

In a significant regulatory development, SEBI, vide its Circular
No. SEBI/HO/CFD/CFDSEC-2/P/CIR/2023/122 dated
12 July, 2023, introduced the concept of BRSR Core - a
focused subset of the BRSR framework comprising specific
Key Performance Indicators (KPIs) mapped across nine (9)
ESG attributes. These KPIs are now subject to mandatory
reasonable assurance by an Independent Third-Party Assurance
Provider, applicable with effect from Financial Year 2025-26
to the Company.

In compliance with the aforesaid regulatory requirement,
the Company has engaged M/s. Rathi & Associates as its
Independent Assurance Provider for the Financial Year 2025-26.
Their independent assurance report on the BRSR Core KPIs of the
Company for Financial Year 2025-26 forms part of this Report.

The overall governance and oversight of the BRSR framework,
including review of related policies and sustainability disclosures,
is vested with the Business Responsibility and Sustainability

Committee of the Board, which periodically evaluates the
Company’s performance and ensures continued alignment with
evolving regulatory and stakeholder expectations.

CORPORATE GOVERNANCE REPORT

The Company remains committed to maintaining the highest
standards of transparency, accountability, and ethical conduct
in its operations. The Corporate Governance Report, prepared
in accordance with Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, is annexed and forms part of
the Annual Report.

RECLASSIFICATION OF PROMOTER GROUP
SHAREHOLDER

The Company had received a request from Mr. Amit Rathi,
forming part of the Promoter Group, for reclassification of his
status from "Promoter Group” to "Public” shareholder under
Regulation 31A of the SEBI Listing Regulations.

The Board of Directors, at its meeting held on 13 January 2025,
approved the said request, subject to approval of the Stock
Exchanges and the Members of the Company. The Company
received No-Objection letters from The BSE Limited and National
Stock Exchange of India Limited on 28 March 2025.

The Members approved the reclassification by way of an
Ordinary Resolution at the 30th Annual General Meeting held
on 23 May 2025. Accordingly, Mr. Amit Rathi (holding 38,00,000
equity shares representing 4.58% of the paid-up equity share
capital) stands reclassified as a "Public” shareholder with effect
from 23 May 2025.

The Company continues to comply with the minimum public
shareholding requirements under Regulation 31A of the SEBI
Listing Regulations and all other applicable regulatory provisions.

PROMOTER SHAREHOLDING

As on 31 March 2026, the Promoter and Promoter Group of the
Company held 3,57,93,582 equity shares, representing 43.11%
of the paid-up equity share capital of the Company.

The Company confirms that the promoter shareholding continues
to remain in compliance with applicable regulatory requirements.

AUDITORS

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s. kkc &
Associates llp, Chartered Accountants (formerly Khimji Kunverji
& Co. LLP), Mumbai (Firm Registration No. 105146W/W100621),
were re-appointed as the Statutory Auditors of the Company for a
second consecutive term of five years at the 27th Annual General
Meeting held on 12 August 2022, to hold office until the conclusion
of the 32^nd Annual General Meeting to be held in the year 2027.

M/s. kkc & Associates llp have confirmed that their appointment
is within the limits prescribed under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified from
continuing as Statutory Auditors of the Company within the
meaning of Section 141 of the Act and the Rules made thereunder.

Statutory Auditors' Report

The Statutory Auditors have audited the Standalone and
Consolidated Financial Statements of the Company for the
Financial Year ended 31 March 2026. Their report forms part of
the Annual Report.

The Auditors’ Report for the Financial Year 2025-26 is unmodified
and does not contain any qualification, reservation, adverse
remark, or disclaimer. The observations and comments, if any,
in the Auditors’ Report, read together with the relevant Notes to
the Financial Statements, are self-explanatory and do not call for
any further explanation or comments by the Board under Section
134(3)(f) of the Act.

Pursuant to Section 143(12) of the Companies Act, 2013, the
Statutory Auditors have not reported any instance of fraud
committed against the Company by its officers or employees
to the Audit Committee or the Board of Directors during the
Financial Year under review.

Secretarial Auditors

Appointment of Secretarial Auditors in the previous AGM

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Company has approved the appointment of M/s. Rathi &
Associates, Practicing Company Secretaries, Peer Reviewed
Practicing Company Secretaries, as the Secretarial Auditor of
the Company for a term of five (5) consecutive financial years,
commencing from Financial Year 2025-26 to Financial Year 2029¬
30, at the previous Annual General Meeting of the Company.

In compliance with the provisions of Section 204 of the
Companies Act, 2013 read with the Rules made thereunder, the
Board of Directors appointed M/s. Rathi & Associates, Practicing
Company Secretaries, Mumbai (FRN: P1988MH011900) (Peer
Review Certificate No.: 6391/2025) as the Secretarial Auditor
of the Company to conduct the Secretarial Audit of the records,
registers, and documents of the Company for the Financial Year
2025-26 to Financial Year 2029-30.

Secretarial Auditors' Report

The Secretarial Audit Report in the prescribed Form MR-3 for the
Financial Year ended 31 March 2026 is annexed to this Report
as Annexure VI. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing
Regulations, the Annual Secretarial Compliance Report
confirming compliance with all applicable SEBI Listing
Regulations and Guidelines for the financial year ended
31 March 2026 has been duly submitted to the Stock Exchange(s)
within the prescribed timelines.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with
the Companies (Accounts) Rules, 2014, the Board of Directors
has appointed AGP Advisors Private Limited as the Internal
Auditor of the Company for the Financial Year 2025-26.

The Internal Auditor conducts periodic audits of the Company’s
operations, financial processes, and internal control systems to
assess their adequacy and effectiveness. Internal audit reports
are placed before the Audit Committee of the Board for review
and appropriate action on a periodic basis.

Cost Audit

The provisions relating to maintenance of cost records and
appointment of a Cost Auditor under Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 are
not applicable to the Company for the Financial Year 2025-26.

Secretarial Standards

The Board of Directors confirms that during the Financial Year
2025-26, the Company has duly complied with all applicable
mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India, namely SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and SS-2 (Secretarial
Standard on General Meetings).

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) read with Section
92(3) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company for the Financial Year ended 31 March 2026 in
the prescribed Form MGT-7 is available on the website of the
Company and can be accessed at www.anandrathiwealth.in/
annual-submission.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

During the Financial Year under review, no significant or material
orders were passed by any Regulator, Court, or Tribunal that
would impact the going concern status or the future operations
of the Company. Members’ attention is, however, drawn to the
statement on contingent liabilities and commitments in the Notes
to the Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Particulars of loans given, guarantees provided, and investments
made during the Financial Year 2025-26, in accordance with the
provisions of Section 186 of the Companies Act, 2013 read with
the Rules made thereunder, are disclosed in the Notes to the
Financial Statements forming part of the Annual Report.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology
absorption, and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed to this Report as Annexure VII.

DEPOSITS

In terms of the provisions of Section 73 and Section 76 of
the Act read with the Companies (Acceptance of Deposits)
Rules, 2014, the Company has neither invited nor accepted nor
renewed any deposits from the public or its Members during the
financial year ended 31 March 2026. Consequently, no amount
of principal or interest remained outstanding or unclaimed as on
31 March 2026, and there has been no default in this regard.

GLOBAL FORAYS

Redefining Global Wealth Solution with Precision, Purpose,
and Performance.

In FY 2025-26, your Company strengthened its position as a
leading wealth solutions firm with a growing outlook. With an
established presence across India and a strategic footprint in
Dubai, the Company continues to expand its global relevance
and expand its international presence and is in preliminary
discussions to establish a presence in the Kingdom of Bahrain,
subject to necessary approvals and regulatory requirements.

Material changes and commitments, if any, affecting
the financial position of the company which have
occurred between the end of the financial year of the
company to which the financial statements relate and
the date of the report

There are no material changes or commitments, affecting the
financial position of the Company, that have occurred between
the end of the Financial Year ended 31 March 2026 and the date
of this Report, which require disclosure pursuant to Section
134(3)(I) of the Act and the applicable provisions of the SEBI
Listing Regulations.

MARKET AND FUTURE PROSPECTS

A detailed overview of the industry structure, opportunities, risks,
outlook, and future prospects of the Company is provided in the
Management Discussion and Analysis Report, which forms an
integral part of the Annual Report.

The Management Discussion and Analysis Report provides
comprehensive insights into the macroeconomic environment,
sectoral developments, operational performance, risk
management framework, and strategic initiatives undertaken
by the Company.

CHANGE IN REGISTERED OFFICE

During the Financial Year under review, the Registered Office of
the Company was shifted within the local limits of Mumbai city
with effect from 12 January 2026.

Accordingly, the Registered Office of the Company was shifted
from: Floor No. 10, A wing, Express Zone, Western Express
Highway, Goregaon (East), Mumbai - 400 063.

To

Floor No. 2, Block B & C, E-Wing, Trade Link, Kamala Mills
Compound, Senapati Bapat Marg, Lower Parel, Mumbai,
Maharashtra - 400 013.

The aforesaid change was carried out in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations.
The necessary filings and intimations, as required, were duly
made with the Registrar of Companies and Stock Exchanges.

The shifting of the Registered Office does not affect
the operations, financial position, or business activities
of the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of the SEBI Listing Regulations, the Company has
formulated a Nomination and Remuneration Policy ("NRC Policy”)
which lays down the framework for appointment, qualification,
evaluation, remuneration of Directors, Key Managerial Personnel
("KMP”) and Senior Management.

The Policy is designed to ensure that the composition of the
Board is appropriate to discharge its fiduciary and governance
responsibilities effectively, while maintaining a balance of skills,
experience, independence and diversity. The Nomination and
Remuneration Policy is annexed herewith as Annexure- VIII
to this Report.

BOARD POLICIES

All prescribed policies (CSR, Remuneration, Risk Management,
Whistleblower, Related Party Transactions, etc.) are approved
and adopted by the Board, reviewed as required, and published
on the Company website.

GENERAL MEETINGS
ANNUAL GENERAL MEETING (AGM)

The thirtieth (30th) Annual General Meeting ("AGM”) of the
Company for the Financial Year ended 31 March 2025 was
held on Friday, 23 May 2025 through Video Conferencing /
Other Audio Visual Means (VC/OAVM), in compliance with the
applicable provisions of the Companies Act, 2013, the relevant
circulars issued by the Ministry of Corporate Affairs ("MCA”),
and SEBI Listing Regulations.

The proceedings of the AGM were conducted in a fair and
transparent manner, and the requisite quorum was present
throughout the meeting. The voting on all resolutions was
carried out through remote e-voting and e-voting during the AGM
in accordance with the applicable statutory framework.

POSTAL BALLOT - VOTING RESULTS FOR VARIOUS
APPROVALS

During the year under review, Anand Rathi Wealth Limited
had sought approval of the Members through Postal Ballot
conducted in compliance with Section 110 of the Act read with
applicable Rules, the MCA Circulars and Regulation 44 of the
SEBI Listing Regulations.

The Postal Ballot Notice dated 12 January 2026 (including
Corrigendum dated 06 February 2026) was circulated to
Members and the remote e-voting facility was provided from
17 January 2026 to 15 February 2026.

Based on the Scrutinizer’s Report dated 16 February 2026 issued
by Mr. Himanshu S. Kamdar, Partner, M/s. Rathi & Associates,
Practicing Company Secretaries, the Members have duly
approved the following resolutions with requisite majority:

• Re-appointment of Mr. Rakesh Rawal (DIN: 02839168) as
Whole-time Director & CEO and approval of remuneration
(Special Resolution).

• Appointment of Mr. Debasish Panda (DIN: 06479085) as
Non-Executive Independent Director (Special Resolution).

• Appointment of Mr. Adesh Kumar Gupta (DIN: 00020403) as
Non-Executive Independent Director (Special Resolution).

• Appointment of Mrs. Deena Asit Mehta (DIN: 00168992) as
Non-Executive Independent Director (Special Resolution).

• Approval of Material Related Party Transaction(s) with
Anand Rathi Global Finance Limited (Ordinary Resolution).

• Approval of Material Related Party Transaction(s) with
Anand Rathi Financial Services Limited
(Ordinary Resolution).

All the above resolutions were passed with the requisite
majority through remote e-voting. Promoter and Promoter Group
members, being related parties, abstained from voting on the
material related party transaction resolutions, in compliance
with applicable regulatory provisions.

The detailed voting results pursuant to Regulation 44(3) of
SEBI Listing Regulations and the Scrutinizer’s Report have been
submitted to the Stock Exchanges and are available on the
website of the Company.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Sections 124 and 125 of the
Act read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, the Company is required to transfer unpaid or unclaimed
dividends and corresponding shares to the Investor Education
and Protection Fund (IEPF) after completion of seven
consecutive years.

The Company has complied with all applicable provisions relating
to the IEPF and continues to take proactive steps to communicate
with shareholders for timely claim of their dividends.

INSIDER TRADING CODE

The Company has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons, in
compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, ("PIT
Regulations”) as amended.

The Company has also adopted a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI), including a policy for determination of
legitimate purposes.

Further, the Company has established adequate internal
controls, including maintenance of a Structured Digital
Database, to ensure compliance with the applicable provisions
of the PIT Regulations.

ARCHIVAL POLICY

The Company has adopted an Archival Policy in accordance
with the requirements of SEBI Listing Regulations. The policy is
available on the Company’s website.

HUMAN RESOURCES

Human Resources plays an instrumental role in securing the
long-term success of the Company. With a forward-looking
approach, the HR function partners closely with the business
to create an environment where employees can thrive and
contribute to sustainable organizational performance.

The Company remains committed to attracting, retaining,
and nurturing exceptional talent across its operations. As on
31 March 2026, the Company had 1,256 employees.

The HR philosophy focuses on building a strong and future-
ready workforce through four key pillars:

• Building Capabilities

• Talent Management & Succession Planning

• Employee Wellness & Engagement and

• Learning & Development

These principles enable the Company to retain, develop, and
attract talent with the requisite skills, while fostering a culture of
engagement and motivation.

The Company continues to promote internal growth through
structured career progression and internal promotion
opportunities, ensuring that deserving employees are recognized
and provided with avenues for advancement.

In addition, the Company undertakes various employee welfare
initiatives aimed at strengthening engagement and productivity.
These include programs such as annual offsites, festive events
where employees’ families are invited, fostering stronger
interpersonal relationships and team cohesion.

The Company confirms compliance with all applicable labour
laws, including the Prevention of Sexual Harassment (POSH)
Act, 2013. An Internal Complaints Committee (ICC) is duly
constituted and operational.

REGULATORY COMPLIANCE - AMFI CIRCULARS

During FY 2025-26, the Company ensured full compliance with
AMFI and applicable laws. The Company adhered to:

• AMFI Circular dated 02 April 2025 - maintaining valid
ARN status for all Mutual Fund distributors and ensuring
commissions were paid as per regulatory guidelines.

• AMFI Circular dated 30 July 2025 - compliance with
updated suitability, disclosure, and reporting norms.

• AMFI Circular dated 17 October 2025 - implementation
of prescribed risk management, client disclosure, and
compliance practices.

• AMFI Circular CIR/ARN-30/2025-26 dated 27 October 2025
- revised timelines for transfer of AUM and cancellation
of ARN in the event of a distributor’s demise, extending
the submission period for nominees/legal heirs from
6 to 12 months.

• AMFI Circular dated 31 December 2025 - amendments
to registration guidelines under CIR/ARN-01/02-03,
strengthening due diligence, registration norms, and
oversight of mutual fund distributors.

• AMFI Master Circular dated 14 January 2026 -
consolidation of all prior AMFI circulars on registration,
conduct, reporting, AUM transfer, commission structures,
and distributor obligations, ensuring all intermediaries
adhere to the unified framework.

The Company confirms that all Relationship Managers and
distributor intermediaries continue to maintain valid registrations,
adhere to updated guidelines, and operate in accordance with
SEBI and AMFI standards, reflecting its unwavering commitment
to regulatory compliance, ethical conduct, transparency, and
investor protection.

CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read with
Schedule II of the SEBI Listing Regulations, the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) of the Company
have issued the prescribed certification to the Board of Directors.

The certification confirms that the financial statements and
other financial information present a true and fair view of the
Company’s affairs, and that appropriate internal controls and
financial reporting systems are in place and operating effectively.
It also confirms compliance with applicable laws and that no
material irregularities have been observed during the year.

The CEO/CFO Certificate forms part of the Corporate Governance
Report included in the Annual Report.

OTHER DISCLOSURES

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors hereby confirms and
discloses the following:

a) The Company’s book of accounts are kept at CYB-2 Cyber
Park, Heavy Industrial Area, Jodhpur, Rajasthan - 342001.

b) There has been no change in the nature of business of the
Company during the Financial Year under review.

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

d) No application was made, and no proceeding was pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 during the Financial Year under review.

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

f) During the year, the Company has not issued any
equity shares with differential voting rights or any
convertible securities.

g) The Whole-time Director of the Company did not receive any
remuneration or commission from any holding/ subsidiary
company. Hence, disclosure under this requirement is
not applicable.

h) The Company has paid the annual listing fees for the
Financial Year to the stock exchanges where its equity
shares are listed, namely The BSE Limited and National
Stock Exchange of India Limited.

i) The equity shares of the Company are available in
dematerialized form through National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). The ISIN of the Company’s equity shares
is INE463V01026 and Scrip Code of the Company on BSE:
543415 and NSE: ANANDRATHI. This system facilitates
easy transfer and settlement of securities in electronic form.

j) During the year, the Company has complied with all
applicable corporate action requirements under the
regulations of the Securities and Exchange Board of India
and the stock exchanges. No default or non-compliance
was observed during the year.

k) The Registrar and Share Transfer Agent (RTA) of Anand
Rathi Wealth Limited is MUFG Intime India Private Limited
(Formerly known as Link Intime India Private Limited).
Telephone: 91 22 4918 6000. Email: investor.helpdesk@
in.mpms.mufg.com. The RTA handles share transfer,
dematerialization, investor queries and other related
services for the Company’s shareholders.

l) The company is in compliance with respect to the
provisions relating to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT

The Board of Directors expresses sincere gratitude to the
Securities and Exchange Board of India, The BSE Limited,
National Stock Exchange of India Limited, the Ministry of
Corporate Affairs, and other regulatory authorities for their
continued support during the year.

We also thank our clients, stakeholders, and partners for their
trust and confidence, which is integral to our success.

Further, the Board acknowledges the dedication and efforts
of all employees of the Company and its subsidiaries, whose
commitment has been instrumental in driving profitable
growth and achieving strategic objectives during the
Financial Year 2025-26.

We look forward to their continued support as we advance
towards future goals, maintaining the highest standards of
corporate governance, compliance, and transparency in line with
SEBI Listing Regulations.

For and on behalf of the Board
Anand Rathi Wealth Limited

Anand Nandkishore Rathi

Place: Mumbai Chairman & Non-Executive Director

Date: 09 April 2026 (DIN: 00112853)