The Directors of the Company with immense pleasure in presenting the Thirty-Fourth (34^th) Director's Report together with the
Audited Financial Statements, both on Consolidated and Standalone basis for the Financial Year ended on March 31, 2026. Unless
otherwise specifically mentioned, all the numbers provided in this report are standalone figure.

You are our valued partners in the Company and we are happy to share our vision of growth with you. Our guiding principles are a
blend of optimism and conservatism, which has been and will be the guiding force of all our future endeavors.

The summary of operating results for the year is given below:

1. FINANCIAL PERFORMANCE

(Cin Lakhs)

2. OPERATIONS

The Group continues to operate across key lending segments, including Two-Wheeler Finance, MSME Lending, Microfinance,
Loan Against Property (LAP), and Solar Financing. The parent company, Arman Financial Services Limited, primarily engages
in Two-Wheeler Finance, MSME Lending, LAP and Solar, while the Microfinance business is exclusively undertaken by its
wholly owned subsidiary, Namra Finance Limited. The standalone financial statements of both Arman and Namra, along with
Arman's consolidated financial statements are included in this Annual Report.

Consolidated Performance Highlights

• AUM was C2728.43 Crores in FY 2025-26 as compared to C2,245.41 Crores in FY 2024-25, increase of 21.51%

• Disbursement was C2433.26 Crores in FY 2025-26 as compared to C1713.38 Crores in FY 2024-25, increase of 42.02%

• Total income was C645.86 Crores in FY 2025-26 as compared to C730.04 Crores in FY 2024-25, decrease of 11.53%

• Profit before taxes was C77.36 Crores in FY 2025-26 as compared to C69.09 Crores in FY 2024-25, increase of 11.97%

• Profit for the year attributable to owners of the Company was C56.61crores in FY 2025-26 as compared to C52.07 Crores
in FY 2024-25, increase of 8.72%

• The Basic Earnings Per Share was C 53.91 as compared
to C49.67, increase of 8.54%.

• The Diluted Earnings Per Share was C53.57 as
compared to C49.26, increase of 8.75%

Standalone Performance Highlights

• AUM was C729.88 Crores in FY 2025-26 as compared
to C559.63 Crores in FY 2024-25, increase of 30.42 %

• Disbursement was C635.52 Crores in FY 2025-26 as
compared to C481.40 Crores in FY 2024-25, increase
of 32.01 %

• Total income was C217.22 Crores in FY 2025-26 as
compared to C185.30 Crores in FY 2024-25, increase
of 17.23%

• Profit before taxes was C54.08 Crores in FY 2025-26 as
compared to C58.00 Crores in FY 2024-25, decrease
of 6.76%

• Profit for the year attributable to owners of the
Company was C40.61 Crores in FY 2025-26 as
compared to C43.17 Crores in FY 2024-25, decrease
of 5.93%

• The Basic Earnings Per Share was C38.68 as compared
to C41.17, decrease of 6.05%

• The Diluted Earnings Per share was C38.43 as
compared to C40.84, decrease of 5.90%

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

4. DIVIDEND

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

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

5. APPROPRIATIONS

The Company has transferred C813.00 Lakhs (previous
year C864.00 Lakhs) to Special Reserve created u/s 45-
IC of the Reserve Bank of India Act, 1934 ("RBI Act"). The
Company has also transferred C10.00 Lakhs (previous year
C10.00 Lakhs) to the general reserve.

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

There are no material changes and commitments, that
would affect financial position of the Company from the
end of the financial year of the Company to which the
financial statements relate up to the date of this Report.

7. CREDIT RATING & GRADING

During the year under review, Acuite Ratings & Research
Limited (Acuite) reviewed the ratings on various bank
facilities and on Non-Convertible Debentures (NCDs) of
the Company and its subsidiary. Acuite has revised its
rating for long term bank facility and NCDs to "ACUITE A-";
(Outlook Stable).(Previously Acuite A (Outlook Negative)).

CARE Ratings Limited (CARE) has reaffirmed its rating for
the company and its subsidiary for various NCDs to "CARE
A-"; while revising the outlook to "Negative" (A minus;
Outlook Negative).

(Previously CARE A- (minus) (Outlook Stable)).

The Grading of Namra Finance Limited (WOS) was also
reaffirmed 'MFI 1' (MFI one) by CARE during the year
2025-26.

8. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

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

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

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

9. INVESTMENT IN SUBSIDIARY

During the year under review, the Company has not made
any capital infusion in Namra Finance Limited (wholly

owned subsidiary) The total investment in wholly owned
subsidiary stood at C335.63 Crores as on March 31,2026.

10. UNCLAIMED DIVIDEND & SHARES

During the year Company has transferred unclaimed
dividend for the year 2017-18 of C1,93,740/- to Investor
Education and Protection Fund (IEPF) pursuant to
provision of Section 124 of the Companies Act, 2013
which remained unclaimed for a period of more than
seven years.

Members desirous of claiming their shares and dividends
which have been transferred to the IEPF, may refer to
the refund procedure, as detailed on www.iepf.gov.
in. Underlying shares on which dividend has remained
unclaimed from FY 2018-19 onwards, will be due for
transfer to the IEPF account during the current financial
year and individual notices to that effect has been sent to
concerned shareholders. Shareholders who have not yet
encashed their unclaimed/unpaid amounts are requested
to correspond with the Company's Registrar and Transfer
Agents, at the earliest to avoid transfer of their dividend
and underlying shares to the IEPF.

11. DEPOSITS AND LOANS, GUARANTEES INVESTMENTS

The loan made, guarantee given or security provided in
the ordinary course of business by a NBFC registered with
Reserve Bank of India are exempt from the applicability of
provisions of Section 186 of the Act. As the Company being
a NBFC registered with RBI the restrictions contained in
the said provisions are not applicable to the Company.

Details of Loans, guarantees and investments made by the
Company are provided in Note 3 and 4 to the Standalone
Financial Statements.

12. PUBLIC DEPOSITS

The Company is Non - deposit taking Non-Banking
Financial Company registered with Reserve Bank of India
and is prohibited from accepting public deposits and
therefore the Company has not accepted any deposits
from public during the year under review and there was
no public deposit outstanding as on March 31,2026.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As on March 31, 2026, the Board comprised 8 (eight)
Directors, including the Whole time Director, Vice

Chairman & Managing Director, 2 (two) Non-Executive
Directors and 4 (four) Independent Directors, of which 1
(one) is a Woman Independent Director.

In accordance with the Articles of Association of the
Company and pursuant to the provisions of Section 152
of the Companies Act, 2013, Mr. Aalok Jayendra Patel
(DIN: 02482747) and Jayendrabhai Bhailalbhai Patel (DIN:
00011814) will retire by rotation at the ensuing Annual
General Meeting and, being eligible, offer themselves for
reappointment.

The Company complies with the applicable 'Fit and Proper'
criteria for Directors prescribed under the RBI Directions
and undertakes the requisite due diligence and related
compliances in respect of its Directors.

All the Independent Directors of the Company have
submitted declarations confirming that they meet
the criteria of independence as prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations.

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

The Company appoints Directors based on defined criteria
including statutory compliance, integrity, leadership
qualities, relevant experience, independence, and ability
to contribute effectively to the Board. The appointment
process involves identification by the Chairman or Board
Members, review by the Nomination and Remuneration
Committee (NRC), and final approval by the Board, in line
with the Company's policies.

a) Appointment / Re-appointment

During the last AGM held on September 29, 2025,
the members approved the following:

• Re-appointment of Mr. Jayendra Patel (DIN:
00011814) as Vice Chairman & Managing
Director of the Company for a period of 5 (Five)
years w.e.f. September 01,2026.

• Re-appointment of Mr. Yash Shah (DIN:
02155636) as an Independent Director of the
Company, for a second term of 5 (five) years
effective September 02, 2026

Further during the year, by way of Special Resolution
passed through Postal Ballot vide notice dated
March 7, 2026, the members approved the re-

designation of Mr. Jayendrabhai Bhailalbhai Patel
(DIN: 00011814) from Vice Chairman & Managing
Director to Whole-Time Director of the Company
for a term of 5 (five) consecutive years. with effect
from February 12, 2026 (including the pre-closure
of the term of reappointment of Mr. Jayendrabhai
Bhailalbhai Patel (DIN:00011814), as Managing
Director approved by members at 29^th Annual
General Meeting (AGM) held on September 29,
2021 read with further re-appointment approved by
members at 33^rd AGM held on September 29, 2025),
and re-designation of Mr. Aalok Jayendra Patel (DIN:
02482747) from Joint Managing Director to Vice
Chairman & Managing Director of the Company
for a term of 5 (five) consecutive years with effect
from February 12, 2026 (including the pre-closure
of the term of reappointment of Mr. Aalok Jayendra
Patel (DIN: 02482747), as Joint Managing Director
approved by members at 32^nd Annual General
Meeting held on September 27, 2024.)

b) Key Managerial Personnel (KMP)

During the year under review, Mr. Uttam Patel
was appointed as the Company Secretary and
Compliance Officer of the Company, being a Whole¬
time Key Managerial Personnel, with effect from
June 20, 2025.

14. MEETING OF THE BOARD & COMMITTEES

The Board during the financial year 2025-26 met 4 (four) times and Audit Committee met 4 (four) times. All the recommendations
made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of
the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of
this Annual Report.

Number of Board meetings and Attendance of Directors

During the FY 2025-26, 4 (Four) Board meetings were held. The details of Board meetings and attendance of Directors at these
meetings are given below:

Composition and Attendance Details — Audit Committee

During the FY 2025-26, 4 (Four) Audit Committee meetings were held. The details of Audit Committee meetings and
attendance of Directors at these meetings are given below:

Composition and Attendance Details — Nomination and Remuneration Committee (NRC)

During the FY 2025-26, 3 (Three) NRC meetings were held. The details of NRC meetings and attendance of Directors at these
meetings are given below:

Composition and Attendance Details — Stakeholders Relationship Committee (SRC)

During the FY 2025-26, 1 (One) SRC meeting was held. The detail of SRC meeting and attendance of Directors at this meeting
is given below:

15. REMUNERATION POLICY
Remuneration to Executive Directors

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

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

• Functions, duties and responsibilities.

• Company's performance and achievements.

• Compensation of peers and industry standard.

The Company may if the need arises, strike a balance
between the fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the
working of the company and its goal.

Remuneration to Non-Executive Directors

Non-Executive Directors are entitled to receive sitting fees
for attending meetings of the Board and its Committees.
In addition, they are reimbursed for travel and other
expenses incurred in connection with the Company's
affairs, including attendance at Board meetings,
Committee meetings, and General Meetings.

16. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, disclosures related to remuneration and other
details are provided in the “Annexure-2".

17. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 & COMPLIANCE UNDER
MATERNITY BENEFIT ACT 1961.

Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at
workplace. Further, the Company has constituted an
Internal Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, where complaints in the nature
of sexual harassment can be registered. Appropriate
reporting mechanisms are in place for ensuring protection

against sexual harassment and the right to work with
dignity.

The details regarding the complaints received, complaints
disposed off and cases pending are as below:

Compliance under the Maternity Benefit Act, 1961

During the year under review, the Company is in
compliance with the provisions of the Maternity Benefit
Act, 1961.

18. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for
the financial year ended on March 31, 2026,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures;

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31,
2026 and of the profit and loss of the Company
for the year ended on that date;

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

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

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

f) The Directors have devised proper systems to

ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

19. FAMILIARIZATION PROGRAMME

The Company has familiarized its Independent Directors
with the Company, their roles, right, and responsibilities
in the Company, the nature of the industry in which
the Company operates, and the business model of the
Company, among other aspects.

The details relating to the familiarization programme
are available on the website of the Company at
https://armanindia.com/policyncode.aspx
^Familiarization Programme for Independent Directors.

20. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors

As per Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules,
2014 and in compliance with the guidelines issued
by the RBI for appointment of Statutory Auditors
dated April 27, 2021, the members of the Company
at the 32^nd AGM of the Company approved the
appointment of M/s Laxminiwas & Co., Chartered
Accountants (FRN: 011168S) as Statutory Auditors
of the Company for a term of 3 (three) consecutive
years from the conclusion of the 32^nd AGM until the
conclusion of the 35^th AGM to be held with respect to
the financial year 2026-27.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015, the members of the Company at the 33^rd
Annual General Meeting held on September 29, 2025,
approved the appointment of M/s GKV & Associates,
Practicing Company Secretary (Firm Registration
No S2018GJ565600, Peer Review Certificate
No.:2136/2022) to undertake the Secretarial Audit of
the Company for a term of 5 (five) consecutive years
commencing from the financial year 2025-26 till the
conclusion of the 38^th AGM of the Company to be
held in the year 2030.

M/s GKV & Associates., Practicing Company Secretary
have given their consent to act as Secretarial Auditors
of the Company and confirmed that their aforesaid
appointment is within the limits specified by the
Institute of Company Secretaries of India. They have
also confirmed that they are not disqualified to be

appointed as Secretarial Auditors in terms of the
provisions of the Act & the rules made thereunder,
and the SEBI Regulations.

M/s. GKV & Associates. have carried out the
Secretarial Audit for FY 2025-26 and their report in
Form MR-3, is annexed herewith as “Annexure-3".
There are no qualifications, reservations, adverse
remarks, or disclaimers in their report.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
has in place an adequate internal audit framework.
M/s GBP & Associates, Ahmedabad, Gujarat (FRN:
141678W), is the Internal Auditors of the Company,
and are responsible for conducting the internal audit
of the Company in accordance with the applicable
regulatory requirements and the approved internal
audit plan.

The internal audit framework is designed to monitor
the efficacy of internal controls with the objective
of providing the Audit Committee and the Board
of Directors with independent and reasonable
assurance on the adequacy and effectiveness of the
organization's risk management, internal control
and governance processes. The framework is
commensurate with the nature of the business, size,
scale and complexity of its operations.

The Company has also an internal audit department
headed by Internal Auditor, Mr. Nitesh Mishra (up
to May 31, 2026). The internal audit department
assesses and contribute the improvement of the
organization's governance, risk management, and
control processes using a systematic and disciplined
approach. The internal audit team follows Risk
Based Internal Audit which helps the organization
to identify the risks and address them accordingly
based on the risk priority and direction provided by
the Board of Directors. The Internal audit reports are
presented to the Audit Committee of the Board on a
quarterly basis. Based on the reports of the internal
audit team, the process owners undertake corrective
action in their respective areas.

With effect from June 09, 2026, Mr. Pushpendra
Kumar was appointed as Interim Head - Internal
Audit and designated as Senior Management
Personnel. Subsequently, with effect from August

12, 2026, he has been re-designated as Head -
Internal Audit.

d) Cost Auditors

The provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014
relating to Cost Audit and maintaining of cost audit
records does not apply to the Company.

Secretarial Standards

During the year 2025-26, the Company has complied
with all the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.

21. RELATED PARTY TRANSACTIONS

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

Pursuant to Regulation 23(9) of SEBI LODR, half-yearly
disclosures of related party transactions have been
submitted to stock exchanges.

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

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

22. RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management
Committee in accordance with the requirements of

Regulation 21 of the SEBI Listing Regulations and has
adopted a comprehensive Risk Management Policy.

The Company has in place a well-defined risk management
framework, through which the Board of Directors is
periodically updated on the key deliberations and actions
taken by the Risk Management Committee. This ensures
that potential risks are identified, assessed, and mitigated
through appropriate management controls embedded
within the business processes.

As the Company progresses towards its strategic and
business objectives, it is exposed to various types of risks,
including Credit Risk, Liquidity Risk, Cyber Security Risk,
operational, financial, regulatory, and reputational risks.
The Risk Management Committee plays a pivotal role in
evaluating these risks and advising the Board accordingly.

Risk management is central to our business philosophy,
and maintaining the right risk-return trade-off, in line with
our defined risk appetite, is integral to our approach. The
Company endeavors to optimize returns while prudently
managing the associated risks, thereby safeguarding
stakeholder value and supporting sustainable growth.

23. INTERNAL FINANCIAL CONTROL

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

The Company has established an adequate system
of internal financial controls (IFC). These controls are
designed to ensure the orderly and efficient conduct of
business, safeguarding of assets, prevention and detection
of frauds and errors, accuracy of accounting records, and
the timely preparation of reliable financial information.

The internal control systems are continually assessed by
the Internal Audit function and the Audit Committee of
the Board. Based on these evaluations, the Board confirms
that the internal financial controls with reference to
the financial statements were adequate and operating
effectively during the financial year 2025-26.

The Statutory Auditors of the Company has audited the
IFC with reference to Financial Reporting and their Audit
Report is annexed as Annexure A / B to the Independent
Auditors' Report under Consolidated Financial Statements
and Standalone Financial Statements.

24. DEBENTURE TRUSTEE:

25. PERFORMANCE EVALUATION

Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has
carried out an annual evaluation of its own performance, performance of the Directors individually and the Committees of
the Board.

Manner of Evaluation

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

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

The evaluation of Board as a whole, individual directors and its various Committees are being carried out by the Nomination
& Remuneration Committee of the Company and subsequently it gives the report of evaluation to the Board for review. In a
separate meeting of Independent Directors held during the year, the performance of Non-Independent Directors, the Board
as a whole, and the Chairperson was also reviewed and evaluated in accordance with Schedule IV of the Act and the SEBI
Listing Regulations.

26. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance in all its dealings with stakeholders.
It has complied with the Corporate Governance requirements as prescribed under the SEBI Listing Regulations. A separate
section on Corporate Governance, along with a certificate from M/s. GKV & Associates, Practicing Company Secretaries,
confirming the level of compliance, forms part of the Board's Report as Annexure-4

27. WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such
as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company. The policy
safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit
Committee. It is hereby affirmed that no personnel has been denied access to the Audit Committee during the financial year
under review. The details of the Whistle Blower Policy is available on Company's website at the link: https://armanindia.com/
policyncode.aspx ? Whistle Blower Policy

B. Foreign exchange earnings and outgo:

There were no foreign exchange earnings during
the year (previous year - Nil) further the expenditure
in foreign currency by the Company during the
year was Nil (previous year: Nil) towards the due
diligence fees.

30. SHARE CAPITAL & DEBENTURES

• Authorized Share Capital:

The authorized share capital of the Company is
C15,00,00,000 divided into 1,40,00,000 ordinary equity
shares of the face value of C10/- each aggregating to
C 14,00,00,000/- and 10,00,000 Preference Shares of
C10/- each aggregating to C 1,00,00,000/-.

• Paid up Share capital:

As on March 31, 2026, the Company's paid-up
Equity Share Capital was C10,51,29,210/-divided into
1,05,12,921 Equity Shares of C10/- each.

• Non-Convertible Debentures (NCDs)

Non-Convertible Debentures Redeemed/Issued during the Financial Year 2025-26 and Outstanding as at March 31,2026

Debenture Terms & Listing: All debentures are rated, senior,
secured, transferable, redeemable, and non-convertible
in nature, and are listed on the Wholesale Debt Market
(WDM) segment of BSE Limited.

• Buy Back of Securities:

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

• Sweat Equity:

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

• Bonus Shares:

No Bonus Shares were issued during the year
under review.

• Employees Stock Option Plan

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

During the financial year under the review, the
Company has allotted 1,150 and 300 ordinary equity
shares of C10/- each on May 16, 2025, and September
17, 2025, respectively, to the eligible employees of
the Company / Subsidiary Company pursuant to the
'Arman Employee Stock Option Plan 2016'

During the financial year under review, the Company
has allotted 20,933 ordinary equity shares of C10/-
each on September 17, 2025, to the eligible employees
of the Company / Subsidiary Company pursuant to the
'Arman Employee Stock Option Plan 2023'

Particulars of Employee Stock Options granted, vested,
exercised and allotted are given in “Annexure-5".

31. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies
Act, 2013 and the Companies (CSR Policy) Rules, 2014,
the Company has in place a CSR Policy and undertakes
activities as specified in Schedule VII of the Act. During
the year under review, the Company has duly spent the
prescribed CSR amount on approved projects/programs.
The CSR Policy is available on the website of the Company
at https://armanindia.com/policyncode.aspx^Corporate
Social Responsibility Policy.

Further, the Report on CSR activities is annexed herewith
as “Annexure-6".

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, Company is required to submit a Business
Responsibility and Sustainability Report ("BRSR") as a part
of the Annual Report. The Company's BRSR describing
the initiatives taken by the Company is uploaded on
the website of the Company at https://armanindia.com/
OtherReports.aspx?Page=BRSR ^ BRSR 2025-26. BRSR is
annexed herewith as "Annexure-7".

33. CODE OF CONDUCT

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

34. FAIR PRACTICE CODE

Your Company has duly formulated and adopted Fair
Practice Code (FPC) in compliance with the guidelines
issued by RBI, to deliver quality services to the borrowers
by maintaining highest levels of transparency and
integrity. It also aims to provide valuable information to
the borrowers for making an informed decision. The FPC
(in English, Hindi, Gujarati, Marathi, and Telugu Version) is
available on the Company's website at https://armanindia.
com/policyncode.aspx ? Fair Practice Code

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI Listing
Regulations, the Management discussion and
analysis report, describing the Company's operational
performance, industry trends, opportunities, and threats,
forms a part of this Annual Report.

36. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

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

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

The Company has not made any such transaction during
the FY 2025-26.

40. GRATITUDE & ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation and
gratitude to all employees, customers, suppliers, investors,
lenders, regulatory and government authorities, and
the stock exchanges for their continued support and
cooperation. The Board looks forward to their sustained
association and support in the future.