The Board of Directors of the Company have great pleasure in presenting the 19th Board''s Report of the Company together with
Audited Financial Results for the year ended March 31, 2026. This report states compliance as per the requirements of the
Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2026 is summarized as follows:

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:
BUSINESS OVERVIEW

With the motto of building the nation through education,
your Company is constantly contributing in the field of

education across age groups, all the while maintaining its
core values of integrity, ownership, leadership, trust and
continuous learning. We believe that every child has a
unique and infinite potential and we are committed to help
children realise their capabilities.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a
total standalone revenue of Rs. 6,493.76 Lakhs for the year
ended March 31, 2026 as against Rs. 4,257.81 Lakhs in the
previous financial year.

The Company has recorded a standalone profit (PBT) of Rs.
1,246.42 Lakhs for the year ended March 31, 2026 as
compared to Rs. 570.90 Lakhs in the previous financial
year.

The Company has recorded a standalone Profit/ (Loss)
after Tax (PAT) for the year ended March 31, 2026 stood at
Rs. 910.58 Lakhs as compared to Rs. 444.51 Lakhs in the
previous financial year.

During the year under review, the Company has earned a
total consolidated revenue of Rs. 6,486.96 Lakhs for the
year ended March 31, 2026.

The Company has recorded a consolidated profit (PBT) of
Rs. 1,239.62 Lakhs for the year ended March 31, 2026.

The Company has recorded a consolidated Profit/ (Loss)
after Tax (PAT) of Rs. 910.58 Lakhs for the year ended
March 31, 2026.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the Company recommended
Dividend @20% (Rs 2/- per equity share) for the financial
year 2025-26.

In Financial year 2025-26 the reserve maintained with the
Company is Rs. 2,748.66 lakhs while in the year 2024-25
reserve was Rs. 1898.63 Lakhs.

Your Company has not transferred the profits for year
ended March 31, 2026 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENT RELATE AND THE
DATE OF THIS REPORT:

The board of directors of the Company recommended
dividend @ 20% (Rs. 2/- per equity share) for the financial
year -26 subject to approval of shareholders at the
ensuing Annual General Meeting of the company.

5. DEPOSITS:

The Company has neither accepted nor renewed any
deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules 2014 as amended from time to time, during
the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company
during the financial year ended March 31, 2026.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March
31, 2026 was Rs 10,00,00,000/- (Rupees Ten Crore) divided
into 10,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2026 was
Rs. 6,05,52,000/- (Rupees Six Crore Five Lakhs Fifty-Two
Thousand Only) divided into 60,55,200 Shares of Rs. 10/-
each.

CHANGES IN SHARE CAPITAL: There is no change in share
capital of Company during the financial year.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY,
ASSOCIATE COMPANY AND JOINT VENTURES:

"Zen Education and Learning" (ZEAL) is Associate Company
of "Arihant Academy Limited". The details of associate
Company annexed in form AOC - 1 as Annexure - A.

Further except above, As on March 31, 2026 the Company
has no holding, Subsidiary, Associate Company and Joint
Ventures.

10. DIVIDEND/ TRANSFER TO RESERVES:

Pursuant to the provisions of sub-section (7) of Section 149
of the Companies Act, 2013, the Company has received
individual declarations from all the Independent Directors
confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of
Conduct for Independent Directors prescribed in Schedule
IV of the Act. In view of the available time limit, those
Independent Director who are required to undertake the
online proficiency self-assessment test as contemplated
under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, had committed to
perform the test within time limit stipulated under the act.
All the Independent directors have completed the online
proficiency self-assessment test as per the prescribed
time. The Company has received declarations from all
Independent Directors of the Company confirming that
they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 8 times during the financial year
ended March 31, 2026 in accordance with the provisions of
the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the
period prescribed under the Companies Act, 2013 and as
per Secretarial Standard-1. The prescribed quorum was
presented for all the Meetings and Directors of the
Company actively participated in the meetings and
contributed valuable inputs on the matters brought before
the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social
Responsibility (CSR) Committee which has been
established as a part of the better Corporate Governance
practices and is in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under
the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in
the financial year 2025-26 was approved by the Board.

The Chairman of the Committee must attend the Annual
General Meetings of the Company to provide clarifications
on matters relating to the audit.

During the year under review, the Company held 4 (Four)
Audit Committee meetings.

The Company Secretary acts as the secretary to the
Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the
Company is constituted under the provisions of section 177
of the Companies Act, 2013.

Composition of the Committee:

During the year under review, the Company held 1 (One)
Nomination and Remuneration Committee meetings.

The Company Secretary acts as the secretary to the
Committee.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company
is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee:

During the year under review, the Company held 1 (one)
Stakeholders Relationship Committee meeting.

The Company Secretary acts as the secretary to the
Committee.

IV. Corporate Social Responsibility (CSR) Committee:

The Corporate Social Responsibility Committee of the
Company is constituted under the as per the provisions of
section 135 of Companies Act, 2013.

The composition of Committee is as follow:

Further the Committee members met 1 time during the year
for conducting the Meeting.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive
culture is integral to its success. A diverse Board, among
others, will enhance the quality of decisions by utilizing
different skills, qualifications, professional experience and
knowledge of the Board members necessary for achieving
sustainable and balanced development. In terms of SEBI
Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate

the criteria for appointment of Executive, Non-Executive
and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the
Company, their remuneration including determination of
qualifications, positive attributes, independence of
directors and other matters as provided under sub-section
(3) of Section 178 of the Act (including any statutory
modification(s) or re- enactment(s) thereof for the time
being in force). The Policy also lays down broad guidelines
for evaluation of performance of Board as a whole,
Committees of the Board, Individual Directors including the
Chairperson and the Independent Directors. The aforesaid
Nomination and Remuneration Policy has been uploaded
on the website of your Company
www.arihantacademy.com

14. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of
National Stock Exchange of India Ltd., the provisions of
Corporate Governance are not applicable on the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Board members are provided with necessary
documents/ brochures, reports and internal policies to
enable them to familiarize with the Company''s procedures
and practices, the website link is
www.arihantacademy.com

16. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the
SEBI Listing Regulations, a structured questionnaire was
prepared for evaluating the performance of Board, its
Committees and Individual Director including Independent
Directors. The questionnaires were prepared after taking
into consideration the various facets related to working of
Board, its committee and roles and responsibilities of
Director. The Board and the Nomination and Remuneration
Committee reviewed the performance of the Individual
Directors including Independent Directors on the basis of
the criteria and framework adopted by the Board. Further,
the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the
Directors on the basis of various criteria. The Board of
Directors expressed their satisfaction with the evaluation
process. In a separate meeting of Independent Directors,
the performance of Non-Independent Directors,
performance of Board as a whole and performance of the
Chairman was evaluated, taking into account the views of
the Executive Directors and Non-Executive Directors.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL RESPONSI¬
BILITY INITIATIVES:

CSR provides an opportunity to the Companies to
effectively align its values and strategy for the benefits of
the society, by contributing to the social, economic and
environmental development of the society at large.

Further the Company has CSR policy formulated in
accordance with the Act (as amended from time to time),
guides the Company to serve the society.

The CSR policy may be accessed under the Investor section
on the website of the Company at link
www.arihantacademy.com/corporate-policies/

Further the Provisions of Section 135 of Companies Act,
Company is complied with all the compliances and spent
the required amount in CSR activities during F.Y. 2025-26.
Further the Annual Report on CSR activities forming part of
this Report is attached as Annexure - E.

18. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES:

The Company has established a vigil mechanism, through a
Whistle Blower Policy, where Directors and employees can
voice their genuine concerns or grievances about any
unethical or unacceptable business practice. A
whistle-blowing mechanism not only helps the Company in
detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of
misconduct.

It provides direct access to the employees of the Company
to approach the Compliance Officer or the Chairman of the
Audit Committee, where necessary. The Company ensures
that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or
victimization. The Whistle Blower Policy is disclosed on the
website of the Company at www.arihantacademy.com

19. RISK MANAGEMENT:

The Board of the Company has evaluated a risk
management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in
the area of financial risk and controls. Major risks identified
by the businesses and functions are systematically
addressed through mitigating actions on continuing basis.

20. PARTICULARS OF LOANS, GURANTEES OR
INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered
under Section 186 of the Companies Act, 2013 are given in
the Note to the Financial Statements.

21. MATERIAL ORDERS OF JUDICIAL BODIES/
REGULATORS:

No order, whether significant and/or material has been
passed by any regulators, courts, tribunals impacting the
going concern status and Company''s operations in future.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES UNDER SECTION 188 OF THE

ACT:

All related party transactions that were entered into during
the Period under review, were on arm''s length basis and in
the ordinary course of business. No materially significant
related party transactions which required the approval of
members, were entered into by the Company during the
Period under review. Further, all related party transactions
entered into by the Company are placed before the Audit
Committee for its approval.

The particulars of the contracts or arrangements entered
into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and
rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - B.

23. AUDITORS:

STATUTORY AUDITORS

M/s. G. P. Kapadia and Co., Chartered Accountants (Firm
Registration No. 104768W) were appointed as the statutory
auditors of the Company at the 16th Annual General
Meeting of the Company for a term of five consecutive
years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold
office from the conclusion of 16th Annual General Meeting
till the conclusion of the 21st Annual General Meeting to be
held in the year 2028, in terms of provisions of section 139
of the Act.

Further the Statutory Auditors have submitted their Report
on the Financial Statements for the financial year ended
March 31, 2026, which forms part of this Report. Also, there
is no qualifications, reservations or adverse remarks made
by the M/s. G. P. Kapadia and Co. Statutory Auditor of
Company in their Audit Report for the year under review.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the member in the general Meeting held
September 11,2025 has appointed M/s. Dilip Swarnkar &
Associates, Company Secretaries, as Secretarial Auditors
for the financial year 2025-26 to 2029-30 for the periods of
Five Years. Accordingly, the Secretarial Audit report in form
MR - 3 received from the Secretarial Auditors is annexed to
this report marked as Annexure - C and forms part of this
report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of
the Audit Committee and pursuant to the provisions of
section 138 of the Act read with the Companies (Accounts)
Rules, 2014, was appointed M/s. Bilimoria Mehta & Co.,
Chartered Accountants, (Firm Reg. No 101490W) as the
Internal Auditor of your Company for the year under

review. The Internal Auditor conducts the internal audit of
the functions and operations of the Company and issued
the Internal Audit Report.

AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications,
reservations or adverse remarks made by Statutory
Auditors in the Auditor''s report. The Statutory Auditors
have not reported any incident of fraud to the Audit
Committee of the Company under subsection (12) of
section 143 of the Companies Act, 2013, during the year
under review.

The notes on accounts referred to the Auditors'' Report are
self-explanatory and therefore, do not call for any further
explanation.

Secretarial Auditor''s Report: There are no qualifications,
reservations or adverse remarks made by Secretarial
Auditor in the Auditor''s report.

24. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual
Return as on March 31, 2026 is available on the Company''s
website www.arihantacademy.com

25. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis
(MDA) Report is included in this Report as Annexure - D.

CONSERVATION OF ENERGY, TECHNOLOGY

26. ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The provisions of Section 134(3)(m) of the Companies Act,
2013 regarding the conservation of energy, technology
absorption, foreign exchange earnings and outgo are not
applicable to the Company considering the nature of
activities undertaken by the Company during the year
under review.

27.STATEMENT PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report
as Annexure - E which forms part of this Report.

28.HUMAN RESOURCES

The relations with the employees and associates continued
to remain cordial throughout the year. The Directors of
your Company wish to place on record their appreciation
for the excellent team spirit and dedication displayed by
the employees of the Company.

29. NON-APPLICABILITY OF THE INDIAN ACCOUNTING
STANDARDS:

As per provision to regulation Rule 4(1) of the companies
(Indian Accounting Standards) Rules, 2015 notified vide
Notification No. G.S.R 111 (E) on 16th February, 2015,
Companies whose shares are listed on NSE EMERGE as
referred to in Chapter XB of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009, are
exempted from the compulsory requirements of adoption
of IND-AS w.e.f. 1st April, 2017.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and
conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee (''ICC'')
constituted under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. The group is strongly opposed to sexual harassment
and employees are made aware about the consequences of
such acts and about the constitution of ICC. During the
year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation
to the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND ANNUAL GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and
operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as
specified by the Central Government under sub section (1)
of section 148 of the Companies Act, 2013, are not
applicable to the Company as on March 31, 2026.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial
Controls with reference to financial statements. During the
year under review, such controls were tested and no
reportable material weakness in the design or operation
was observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report
2025-26 is being sent only through electronic mode to
those Members whose email addresses are registered with
the Company/ Depositories. Members may note that the
Notice and Annual Report 2025-26 will also be available on
the Company''s website www.arihantacademy.com

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE

REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or
financial institution; hence no disclosure or reporting is required.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility Statement it is hereby

confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2026 and the Statement of
Profit & Loss for the year ended as on that date March 31,2026 have been prepared on a going concern basis following
applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial
statements have been made on a prudent and reasonable basis, 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 profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls
are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government
Authorities for their continued support extended to your Companies activities during the year under review. Your directors
also Acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board of Directors
For Arihant Academy Limited

Sd/- Sd/-

Umesh Anand Pangam Anil Suresh Kapasi

Whole-time Director Managing Director

DIN: 03524171 DIN: 03524165

Date: 13th August, 2026
Place: Mumbai

The Board of Directors of the Company have great pleasure in presenting the 18^th Board''s Report of the Company together with Audited Financial Results for the year ended March 31, 2025. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized as follows:

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

With the motto of building the nation through education, your Company is constantly contributing in the field of

education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and infinite potential and we are committed to help children realise their capabilities.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total standalone revenue of J 4257.81 Lakhs for the year ended March 31, 2025 as against H 3155.46 Lakhs in the previous financial year.

The Company has recorded a standalone profit (PBT) of J 570.90 Lakhs for the year ended March 31, 2025 as compared to H 179.21 Lakhs in the previous financial year.

The Company has recorded a standalone Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at J 444.51 Lakhs as compared to H 154.80 Lakhs in the previous financial year.

During the year under review, the Company has earned a total consolidated revenue of J 4257.81 Lakhs for the year ended March 31, 2025.

The Company has recorded a consolidated profit (PBT) of J 564.88 Lakhs for the year ended March 31, 2025.

The Company has recorded a consolidated Profit/ (Loss) after Tax (PAT) of J 444.51 Lakhs for the year ended March 31, 2025.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company recommended Dividend @10% (H 1/- per equity share) for the financial year 2024-25.

In Financial year 2024-25 the reserve maintained with the Company is H 1898.62 lakhs while in the year 2023-24 reserve was H 1,514.66 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

The board of directors of the Company recommended dividend @ 10% (H 1/- per equity share) for the financial

year 2024-25 subject to approval of shareholders at the ensuing Annual General Meeting of the company.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was H 10,00,00,000/- (Rupees Ten Crore) divided into 10,000,000 shares of H 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was H 6,05,52,000/- (Rupees Six Crore Five Lakhs Fifty-Two Thousand Only) divided into 60,55,200 Shares of H 10/- each.

CHANGES IN SHARE CAPITAL: There is no change in share capital of Company during the financial year.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

On 24^th October, 2024, the company has acquired 25.50% stake in "Zen Education and Learning Partnership Firm, hence the entity has become as associate company of "Arihant Academy Limited"

Further except above, As on March 31, 2025 the Company has no holding, Subsidiary, Associate Company and Joint Ventures.

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. All the Independent directors have completed the online proficiency self-assessment test as per the prescribed time. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 7 times during the financial year ended March 31, 2025 on 28-05-2024, 14-082024, 12-09-2024, 19-10-2024, 12-11-2024, 28-12

2024, 08-02-2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and

is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 6 (Six) Audit Committee meetings.

The Company Secretary acts as the secretary to the Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 1 (One) Nomination and Remuneration Committee meetings.

The Company Secretary acts as the secretary to the Committee.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:

The Stakeholder''s Relationship Committee shall meet once in a year. The quorum for a meeting of the Stakeholder''s Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.

The Company Secretary acts as the secretary to the Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and

knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.arihantacademy.com

14. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of National Stock Exchange of India Ltd., the provisions of Corporate Governance are not applicable on the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is www.arihantacademy.com

16. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on the basis latest Audited financial Result as on 31^st March, 2025, Hence the Company is required to adopt the CSR Policy or constitute CSR Committee in the financial year 2024-25.

Since the Board of Directors in their meeting held on 11^th August, 2025, has constituted the Corporate Social Responsibility Committee of the Company as per the above provisions of the Companies Act, 2013. The composition of Committee is as follow:

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link www.arihantacademy.com/corporate-policies/

Since the Provisions of Section 135 of Companies Act, 2013 applicable on the basis of latest Audited financial Result as on 31^st March, 2025, the Company will comply all the compliances and spent the required amount in CSR activities from F.Y. 2025-26. Further the Annual Report on CSR activities forming part of this Report is attached as Annexure - E.

18. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company

ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.arihantacademy.com

19. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

21. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the Period under review, were on arm''s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure - A.

23. AUDITORS:

STATUTORY AUDITORS

M/s. G. P. Kapadia and Co., Chartered Accountants (Firm Registration No. 104768W) were appointed as the statutory auditors of the Company at the 16^th Annual General Meeting of the Company for a term of five consecutive years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold office from the conclusion of 16^th Annual General Meeting till the conclusion of the 21^st Annual General Meeting to be held in the year 2028, in terms of provisions of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s. G. P. Kapadia and Co. Statutory Auditor of Company in their Audit Report for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year 2025-26 to 2029-30 under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure - B and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Shailesh Kamdar & Co., Chartered Accountants, (Firm Reg. No 117899W) as the Internal Auditor of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report.

24. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company''s website www.arihantacademy.com

25. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - C.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

27. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure - D which forms part of this Report.

28. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

29. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on NSE EMERGE as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company as on March 31, 2025.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company''s website www.arihantacademy.com

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year ended as on that date March 31,2025 have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also Acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

The Board of Directors of the Company have great pleasure in presenting the 17th Boards'' Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

(Amount in lakhs)

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

Business Overview

With the motto of building the nation through education, your Company is constantly contributing in the field of education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and infinite potential and we are committed to help children realise their capabilities.

Financial Performance Overview

During the year under review, the Company has earned a total revenue of Rs. 3155.46 Lakhs for the year ended March 31, 2024 as against Rs. 2,428.99 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 179.21 Lakhs for the year ended March 31, 2024 as compared to Rs. 231.98 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 154.80 Lakhs as compared to Rs. 148.84 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company recommended Dividend @10% (Rs 1/- per equity share) for the financial year 2023-24.

In Financial year 2023-24 the reserve maintained with the Company is Rs. 1,514.66 lakhs while in the year 2022-23 reserve was Rs. 1,359.88 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2024 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

The board of directors of the company recommended dividend @ 10% (Rs. 1/- per equity share) for the financial year 2023-24 subject to approval of shareholders at the ensuing Annual General Meeting of the company.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2024.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 10,00,00,000/-(Rupees Ten Crore) divided into 10,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 6,05,52,000/- (Rupees Six Crore Five Lakhs Fifty-Two Thousand Only) divided into 60,55,200 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL: There is no change in share capital of Company during the financial year.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on March 31, 2024 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were as follows:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act however two Independent directors yet to complete the online proficiency self-assessment test as they have two years'' time period for completion of the same and company already ask them to complete online proficiency self-assessment test. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 8 times during the financial year ended March 31, 2024 on 30-05-2023, 12-08-2023, 16-09-2023, 11-10-2023, 09-11-2023, 13-12-2023, 20-02-2024, 16-03-2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 4 (Four) Audit Committee meetings.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 3 (three) Nomination and Remuneration Committee meetings.

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:

The Stakeholder''s Relationship Committee shall meet once in a year. The quorum for a meeting of the Stakeholder''s Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.

Company Secretary shall act as the secretary to the Stakeholder''s Relationship Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.arihantacademy.com

14. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of National Stock Exchange of India Ltd., the provisions of Corporate Governance are not applicable on the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is www.arihantacademy.com

16. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

17. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on our Company.

18. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.arihantacademy.com

19. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

21. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the Period under review, were on arm''s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.

23. AUDITORS:

STATUTORY AUDITORS

M/s. G. P. Kapadia and Co., Chartered Accountants (Firm Registration No. 104768W) were appointed as the statutory auditors of the Company at the 16th Annual General Meeting of the Company for a term of five consecutive years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold office from the conclusion of 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting to be held in the year 2028, in terms of provisions of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2024, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s. G. P. Kapadia and Co. Statutory Auditor of Company in their Audit Report for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure B and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Shailesh Kamdar & Co., Chartered Accountants, (Firm Reg. No 117899W) as the Internal Auditor of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report.

24. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company''s website www.arihantacademy.com

Student Testimonials

25. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - C.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

27. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure D which forms part of this Report.

28. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

29. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on NSE EMERGE as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2024 and accordingly such accounts and records were not required to be maintained.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company''s website www.arihantacademy.com

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

37. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Arihant Academy Limited

Sd/- Sd/-

Umesh Anand Pangam Anil Suresh Kapasi

Whole- Time Director Managing Director

DIN - 03524171 DIN - 03524165

Place: Mumbai

The Board of Directors of the Company have great pleasure in presenting the 16th Boards'' Report of the Company together with Audited Financial Results for the year ended March 31, 2023. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2023 is summarized as follows:

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

With the motto of building the nation through education, your Company is constantly contributing in the field of education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and infinite potential and we are committed to help children realise their capabilities.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 2,428.99 Lakhs for the year ended March 31, 2023 as against Rs. 1,531.97 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 231.98 Lakhs for the year ended March 31, 2023 as compared to Rs. 269.75 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2023 stood at Rs. 148.84 Lakhs as compared to Rs. 200.77 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Dividend policy for the year under review has been formulated and taking into consideration of growth of the Company and to conserve resources, the Directors do not recommend any Dividend for the year ended March 31, 2023.

In Financial year 2022-23 the reserve maintained with the Company is Rs. 1,359.88 lakhs while in the year 2021-22 reserve was Rs. 491.90 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2023 to Reserves and Surplus.

4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Pursuant to Special Resolution passed at Extra-Ordinary General Meeting held on September 09, 2022 our Company changed the status of the Company from Private Limited Company to Public Limited Company.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There have no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2023.

8. CAPITAL STRUCTURE:

INITIAL PUBLIC OFFER

During the year under review, the Company had successfully came out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 16,35,200 Equity Shares at price of Rs. 90 (including a premium of Rs. 80/- Equity Shares) aggregating to Rs. 1471.68 Lakhs consisting fully of fresh issue of 16,35,200 Equity Shares aggregating to Rs. 1471.68 Lakhs which was opened for subscription on December 16, 2022 and closed on December 21, 2022 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the NSE - Emerge platform on December 29, 2022. Subsequent to completion of IPO, the paid up share capital of the Company increased to Rs. 6,05,52,000/- (Rupees Six Crore Five Lakh Fifty Two Thousand)

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2023 was Rs 100,000,000/-(Rupees Ten Crore) divided into 10,000,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 6,05,52,000/- (Rupees Six Crore Five Lakhs Fifty-Two Thousand Only) divided into 60,55,200 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL:

Increase in Paid up Share Capital:

In the Extra-Ordinary General Meeting of the Company held on August 22, 2022 Company had approved to issue Bonus Shares in proportion of 441 (Four Hundred Forty One) share for every 1 (One) existing Equity Shares held by the members.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on March 31, 2023 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company''s shares are listed on NSE Emerge SME platform with ISIN INE0NCC01015 & Symbol ARIHANTACA.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2023 were as follows:

*Ms. Deeksha T iwari resigned from the position of Company Secretary & Compliance Officer w.e.f. June 20, 2023.

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 21 times during the financial year ended March 31, 2023 on 23-062022, 16-08-2022, 19-08-2022, 23-08-2022, 06-09-2022, 08-09-2022, 15-09-2022, 19-09-2022, 22-09-2022, 25-09-2022, 26-09-2022, 17-11-2022, 24-11-2022, 25-11-2022, 26-11-2022, 2811-2022, 09-12-2022, 26-12-2022, 10-02-2023, 20-02-2023, 28-03-2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Attendance of Directors in the Board Meeting:

14. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2022-23 was approved by the Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 3 (two) Audit Committee meetings.

Company Secretary shall act as the secretary to the Audit Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 1 (one) Nomination and Remuneration Committee meetings.

Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:

The Stakeholder''s Relationship Committee shall meet once in a year. The quorum for a meeting of the Stakeholder''s Relationship Committee shall be two members present.

During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.

Company Secretary shall act as the secretary to the Stakeholder''s Relationship Committee.

15. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.arihantacademy.com

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of National Stock Exchange of India Ltd., the provisions of Corporate Governance are not applicable on the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is www.arihantacademy.com

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of NonIndependent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

19. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on our Company.

20. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.arihantacademy.com

21. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

22. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

23. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

All related party transactions that were entered into during the Period under review, were on arm''s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.

25. AUDITORS:

STATUTORY AUDITORS

The Shareholders of the Company had appointed M/s. G. P. Kapadia and Co., Chartered Accountants, 4th Floor, Haman House Ambalal Doshi Marg, Fort, Mumbai 400001 as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Bhikhubhai H. Shah & Co., Chartered Accountants to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2023.

The Company has duly received consent and eligibility certificate from M/s G. P. Kapadia and Co. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure B and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr. Shirish Pandurang Kumbhar as the Internal Auditor of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report.

26. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Company''s website www.arihantacademy.com

27. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - C.

28. STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH IPO UNDER REGULATION 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

During the year under review, the Company has come up with Initial Public offer of 16,35,200 Equity Shares for cash at a price of Rs. 90/- Equity Shares (including a premium of Rs. 80/- Equity Shares), aggregating to Rs. 1471.68 lakhs, consisting of fresh issue of 16,35,200 Equity Shares aggregating Rs. 1471.68 lakhs which was opened for subscription on December 16, 2022 and closed on December 21, 2022 for all the applicants.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of ''public issue proceeds from the objects as stated in the prospectus dated December 09, 2022 and a statement of deviation or variation of funds raised through Initial Public Offering is uploaded at the NSE website for SME Emerge Platform on May 30, 2023.

29. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/Right issue.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

31. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure D which forms part of this Report.

32. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

33. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

36. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2023 and accordingly such accounts and records were not required to be maintained.

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

38. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company''s website www.arihantacademy.com

39. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

41. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

42. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

43. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Arihant Academy Limited

Sd/- Sd/-

Umesh Anand Pangam Anil Suresh Kapasi Whole- Time Director Managing Director

DIN - 03524171 DIN - 03524165

Place: Mumbai Date: August 12, 2023