BOARD'S REPORT

To

The Members,

Your Directors take pleasure in presenting their Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2018 (period under review)

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for year ended March 31 2018 and the pevious financial year ended March 31 2017 is given below:

Being a Market Making Company, most of the Companys investments are in the securities of listed companies. According most of its revenue are in nature of finance on investments in listed companies. On account of resilient growth in the capital markets and increased investor interest in SME listed Company witnessed a Top line growth.

The Total Income of the Company stock a 2820.92 lacs for the year ended March 31 2017 as against Rs 2284.73 lacs in the previous year. The Company made a net profit of 49.03 lacs for the year ended March 31 2017 as compared to the net profit of Rs 120.80 lacs in the previous year.

2. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and conserve resources, the Directors do not recommend any dividend for year ended March 31, 2018

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among other the period under reviews given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with SEBI (listing Obligation and Dsclosure Requirements Regulations, 2015

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review, there no changes in Directors;

ii. Committees of Board of Directors

There has been no change in Committees of Board of Director during period under review iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2018 and the Articles of Association of the Company, Mr Shripal Shah, Executive Director of the Company, retires by rotation and offers himself appointment.

The brief resume of Mr. Shri Shripal, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholders etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iv. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in section section (6) of Section 119 of the companies Act, 2018..

An Independent Diretor shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company

v. Key Managerial Personnel

There has been no change in the KMPs during period under review

5. MEETINGS:

During the year in Board Meetings were convened and duly field. The details of which are given in the Corporate Governance Report, which forms part of this report intervening gap between the Meetings was within the period prescribed under the Companies Act, 2018.

6. AUDIT COMMITTEE:

The Audit Committee comprises, Mr. Ram Gaud (Chairman), Mr. Shripal Shah (Member Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. Al the recommendations made by the Audit Committee were accepted by the Board of Directors.

7. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 2018. As part of the evaluation process, the performance of- Independent Directors the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) the Companies Act, 2018 and rule 12 (l) of the Companies (Management and Administration) Rules, 204, an extract of Annual Return in MGT is annexed as a part of this Annual Report as "Annexure I".

9. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 20 i and SEBI (LODR) Relations, 206. The Policy is provided in Annexed to this Report as Annexure II"

10. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read Notifications S.O. B33(E) dated May 2018 deleting the provision of annual ratification of the appointment of auditor requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done anyday with no resolution has been proposed for them..

ii.. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 20B and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 808), to undertake the Secretarial Audit of the Company for the 7-8th 1201 Secretarial Audit Report for F.Y.7201 is annexed herewith as "Annexure III".

iii. Cost Auditor:

Your Company is principally engaged into Market making of SME Listed and Prosprietary Investments in shares, securities and funds. Therefore section 148 of the Companies Act, 20B is not applicable to the Company

11. AUDITOR'S REPORT:

The Auditors Report and Secretarial Auditor report does not contain any qualifications, reservations or adverse remark i. Report of the Secretarial Auditor is given annexure which forms part of this report.

12. VIGIL MECHANISM:

In pursuant to the provisions of section (97) &(10) of the Companies Act, 20B, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http//www.afsl.co.in/Acml/

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section B8 read with read with rules made there under, the Board has a Thakur & Co., Chartered Accountant as an Internal Auditors of the Company to check the internal controls and functioning of the activities ad recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for the consideration and direction.

The Internal Financial Controls with reference to final statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors the Company for inefficiency or inadequacy of such controls.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy our Company also takes all efforts to train its employee from time to time to handle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing For the year 2018-2019 to BSE Limited.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS)-vi &.SSSS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

1 the details of technology imported;

2 the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorpt has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

18. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties Disclosure in form AGE is not required. Further, during the year, the Company had not entered into any contract arrangement /transaction with related parties which could be considered material in accordance with the policy of i. Company on materiality of related party transaction (All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Indian Accounting Standard IND -24 are set out in Note the financial statements for a partt of this Annual Report.

20. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulatons & Tribunals impacting the going concern status and Companys operations in future.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, '20B an rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual haress.

23. HUMAN RESOURCES:

Your Company considers people as its biggest assets and Believing in People' is at the heart of its human resource strategy It has put concerted efforts in talent management and succession planning practices, strong performance Management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership

Your Company has established an organization structure that is agile and focused on delivering business results. With regi communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the; right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all employees seek to ensure that business world values and principles are understood by all and are the reference point in people matters.

As your Management is on the payroll of Holding Company and doesnt not draw any managerial remuneration from the Company, the statement of Disclosure of Remuneration under Section 97 of the Act and Rule 5(1) of the Companics (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules)', will not be applicable.

The current workforce breakdown stnne has a good mix of employees at all levels.

Your Board confirms that the remuneration is as per the remuneration policy of the Company.

24. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/ JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of Annual Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section B4(5) of the Companies Act, 20B, the board of directors, to the behalf of knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affair company at the end of the financial year and of the profit the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and fletatiagdi other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down inter financial controls to be followed by the Company and such international controls are adequate and operating effectively..

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Based on the framework of inter financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year2017-18

26. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations constitute forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

27. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance appreciation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, and workers of the Company. The Directors express their gratitude towards each one of them.

Annexures to Board's Report (Contd). Annexure-I

FORM NO. MGT-9 Extract of Annual return as on financial year ended on 31.03.2017

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing Wo or more of the total turnover of the company shall:be stated

m. PARTICULARS OF HOLDING. SUBSIDIARY & ASSOCIATE COMPANIES:

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY):

(i) CATEGORY-WISE SHARE HOLDING:

*Mr. Shripal Shah, Mr. Deepak Biyani, Mr. Devidas Choudhari, Mr. Shreyas Shah, Ms. Nehar Sakaria & Mr. Dilip Singh, each hold one share of the Aryaman Capital Markets Limited as nominee of Aryaman Financial Services Limited.

(ii) SHAREHOLDING OF PROMOTERS:

* Apart from above mention 88,97,120 Equity Shares, Mr. Shnpal Shah, Mr. Deepak Biyani, Mr. Devidas Choudhan, Mr. Shreyas Shah, Ms. Nehar Sakaria & Mr. Dilip Rathod, each hold one share of the Aryaman Capital Markets Limited as nominee of Aryaman Financial Services Limited.

(iii) CHANGE IN PROMOTERS' SHAREHOLDING:

There are no changes in the Promoters shareholding during the financial -2017 -2018

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF GDRS & ADRS):

Note: % means% ot total snares of the company

(v) SHAREHOLDING OF DIRECTORS & KMP'S:

V. INDEBTEDNESS:

Indebtedness of the Company including interest out standing/accrued but not due for payment

(In Rs)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole time director and/or Manager:

(In Rs)

B. Remuneration to other directors:

(In Rs)

C. Remuneration To Key Managerial Personnel Other Than Managing Director/Manager/Whole Time Director:

Key Managerial Personnel of the Companion the payroll of Aryaman Financial Services Limited holding Company) and do not draw any remuneratiom Aryaman Capital Markets Limited

VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES:

Remuneration Policy

This Remuneration Policy relating to remuneration for the directors, key managerial personnel and other employees, has been formulated by the Nomination and Remuneration Committee (hereinafter Committee) and approved by the Board of Directors.

Objectives:

The objectives of this policy are to stipulate criteria for:

• Appointment, reappointment, removal of Directors, KMPs and Senior Management

• Determining qualifications, positive attitude and independence of a director and recommend to the Board

• Retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and crea competitive advantage to run the operations of the Company successfully

• Consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth Criteria for Appointment:

• Ethical standards of integrity and probity, qualification, expertise and experience of the appointment

• Age, number of years of service, specialized expertise and period of employment or association with the Company

• Special achievements and operational efficiency which contributed to growth in business in the relevant functional area

• Constructive and active participation in the affairs of the Company

• Exercising the responsibilities in a bonafide manner in the interest of the Company

• Sufficient devotion of time to the assigned tasks

• Diversity of the Board

• Demonstrable leadership qualities and interpersonal communication skills, devote to the role, compliant with the rules policies and values of the Company and does not have any conflicts of interest

• Transparent, unbiased and impartial and in accordance with appropriate levels of confidentiality

• Appointment of Directors and KMPs in compliance with the procedure laid down under the provisions of the Companies Act, 20B, rules made thereunder or any other enactment for the time being in force

Criteria for Remuneration:

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage corporate and individual performance, and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The level and composition of remuneration be reasonable and sufficient to attract, retain and motivate the director i, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to director key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriable for king of the Company and its goals.

The remuneration of the Non Executive Directors shall be based on their contributions and current trends, subject regulatory limits. Sitting fees is paid for attending each meeting(s) of the Board and Committees Additionally equal amount of commission may be paid to Non executive directors on pro-basis, within limits approved by shareholders.

Form No. MR-3

Secretarial Audit Report for the Financial Year ended 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Aryaman Capital Markets Limited

(Formerly Aryaman Broking Ltd) 60, Khatau Building, Ground Floor, Alkesh Dinesh Modi Marg, Fort, Mumbai-400001

I have conducted the secretarrial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aryaman Capital Market entitiled (Formerly Aryaman Broking Ltd hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Aryaman Capital Markets Limited, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representative' during the conduct of secretarial audit, We hereby report that in our opinion, the company has during the audit period covering the financial year ended on March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board or accesses and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company a per Annexure l for the financial year ended on March 31, 18 according to the provisions of:

(i) The Companies Act, 20B (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956(SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and blows framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Dir Investment, Overseas Direct Investment and External Common Borarowings (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

i. The Securities and Exchange Board of India (Substantialution of Shares and Takeovers) Regulations, 2011

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation:, 2009: (Not applicable to the Company during the Audit Period)

iv. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period)

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and

viii. The Securities and Exchange Board of India (Buk-back Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(vi) Other laws as applicable specifically to the company as informed by the management that Securities And Exchange Board Of India (Stock Brokers And Sub- Brokers) Reglations, 1992

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii)The SEBI (Listing Obligations &Disclosure Requirements) Regulation 201

I further report that, based on the information provided and the representation made by the Company and also on the rev of the compliance reports of Company Secretary / Chief Executive Officer taken on record by the Board of Directors of Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws.

I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

During the period under review the Company complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other laws.. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other laws and regulations applicable to the Company.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors , Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings and detailed notes on agenda were sent a : least seven days in advance, and a system exists for seeking and obtaining information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board and committee meetings are carried out unanimously as recorded in the minute i of 1 meeting of he board of directors or committees thereof as the case may be. There were no dissenting views of any member the Board or committees thereof during the period under review.

I further report that there are adequate systems and processes in the Company commensurate with the size and operation the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events / actions having a major bearing on the affairs Company in pursuance of the above referred laws, rules, regulation guidelines, standards, etc.

Note: This report is to be read with letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure I

List of documents verified

1 Memorandum & Articles of Association of the Company.

2 Minutes of the meetings of the Board of Directors and Committees comprising of Audit Committee, Nomination &Remuneration Committee etc. held during the period under report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Companies Act and read here under

5. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings, 6 Declarations received from the Directors of the Company pursuant to the provisions of 84 of the Companies Act, 20B.

7. E-Forms led by the Company, from time -to-time, under applicable provisions of the Companies Act, 20B and attachments thereof during the period under report.

8. Intimations received from directors under the prohibition of Insider Trading and SEBI Takeover Code

9. Various policies framed by the company from time to time as required under the statutes applicable to the company 10 Processes and procedure followed for Compliance Management System for applicable laws to the Company

11 Communications / Letters issued to and acknowledgementss received from the Independent directors for their appointment 12. Various policies framed by the company from time to time as required under the Companies Act as well as listing agreement/SEBI LODR Regulations.

Annexure II

To,

The Members,

Aryaman Capital Markets Limited

(Formerly Aryaman Broking Limited

60 Khatau Building, Gr.Floor, Alkesh Dines Modi Marg,

Fort, Mumbai 400001

Sub: Secretarial Audit Report for the Financial Year ended 31st March, 2018

Our report of even date is to be read along with this letter.

1 Maintenance of secretarial record is the responsibility of the management company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2 I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Satiate records.

3. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We be that the processes and practices, I followed provide a reasonable basis for our opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company

5. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisons of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management and my examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.