The Directors of your Company have the pleasure in presenting the 28^th report together with the audited financial statements for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

Standalone Financial Performance:

Amidst geopolitical tension, higher inflation, and the higher interest rate environment, we have delivered a strong performance across all the variables. The Company's standalone AUM was at an all-time high at ' 37,942 Crores as of March 31, 2023, 18% Y-o-Y. This results from solid growth in our client base and net new money (net flows) we received from our clients. Despite the market volatility, our client base increased by 18% Y-o-Y to 8,352 active client families as of March 31, 2023 and net flows for the full financial year grew by 78% Y-o-Y to ' 4,896 Crores.

The Company is amongst one of the top three in terms of gross commissions earned among non-bank mutual fund distributers and top in the direct delivery to client category for last four years continuously.

The key highlights for 2022-23 are as follows: -

- Highest ever Annual Revenue and Profit

- Highest ever Net worth and Balance Sheet size - crossing ' 600 Crores mark

- Highest ever dividend paid

- Highest ever net mobilisation

During the year under review, your Company's consolidated revenue was ' 558.33 Crores as against ' 425.22 Crores in 2021-22, an increase of 31% Y-o-Y. The Company has earned Net profit after tax of ' 168.60 Crores versus ' 126.80 Crores in 2021-22, registering a Y-o-Y growth of 33%.

3. DIVIDEND

During the year, the Company had declared and paid an interim dividend of ' 5.00 per equity share (100% of face value) in addition to final dividend of ' 6/- per shares related to the financial year 2021-22. The Board has now recommended a final dividend of ' 7.00 per Equity Share (140 % of face value) of ' 5 each for the financial year ended March 31, 2023, for the approval of the Shareholders at the ensuing Annual General meeting. The Final dividend, if declared, will be paid after the Annual General Meeting. Total dividend for the year would be ' 12/- per equity shares, constituting 240% of the face value of ' 5/- per shares. The dividend pay-out ratio for the year ended March 31, 2023 is 29.7% in line with our dividend distribution policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), the Company has adopted the Dividend Distribution Policy. The dividends declared were in accordance with the principles and criteria as set out in the Dividend Distribution Policy. The Dividend Distribution Policy is available on the website at https:// anandrathiwealth.in/Investorrelations.php

Unclaimed Dividend on Shares

As at March 31, 2023, unclaimed dividend amounting to ' 0.07 Crore which has not been claimed by shareholders of the Company, is lying in the respective Unpaid Dividend Accounts of the Company.

Your Company has disclosed the statement containing the names, DP id/Clients Id number, number of share held and amount of those shareholders where the dividend is unpaid on the Company's website at https://anandrathiwealth.in/Investorrelations.php

4. AWARDS

I n recognition to the services rendered in the wealth management space, the Company and the senior management team has recognised by the following awards during 2022-23:

5. SHARE CAPITAL

The total paid-up share capital of the Company as on March 31, 2023, was ' 208,441,235/- divided into 41,688,247 equity shares of face value ' 5/-each, increased from ' 208,081,135/- divided into 41,616,227 equity shares of face value ' 5/- each, as on March 31,2022. The increase in share capital was due to issue of 72,020 equity shares pursuant to exercise of employee stock options during the year.

6. EMPLOYEE STOCK OPTION SCHEMES

The Company had earlier implemented Two Employee Stock Options (ESOP) Schemes, namely "Employees Stock Option Plan 2017" ("ESOP 2017"), and "Employees Stock Option Plan 2018" ("ESOP 2018"). The schemes acts as a retention tool and helps to promote a culture of ownership among employees. There was no change in the aforesaid ESOP schemes during the financial year under review and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

During the year under review, the Company has introduced a new Employees Stock Option Scheme named "ANAND RATHI - Employees Stock Option Plan 2022" and the nomination and remuneration committee, granted 88,030 options in aggregate under ANAND RATHI - Employees Stock Option Plan 2022.

All the aforesaid Schemes are in compliance with applicable ESOP Regulations. The Company has obtained a certificate from the M/s Rathi and Associates, Secretarial Auditor, to the effect that the Schemes have been implemented in accordance with the applicable ESOP Regulations, and the same shall be available on the Company's website at https://anandrathiwealth.in/ Investorrelations.php and for inspection without any fee by the members of the Company, on all working days at the registered office of the Company upto the date of the Annual General Meeting ("AGM") and would also be placed at the ensuing AGM for inspection by members through electronic means.

The disclosure as required under the applicable ESOP regulations for the aforesaid schemes, in respect of the financial year ended March 31, 2023, is placed on the website of the Company at https://anandrathiwealth. in/Investorrelations.php

7. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

8. INDUSTRY OVERVIEW

For India, 2022-23 was special. It marked the 75^th year of India's Independence. India became the world's fifth largest economy, measured in current dollars. In real terms, the economy is expected to grow at 7% for 2022-23, this follows an 8.7% real growth in 2021-22.

The Indian economy has made remarkable progress since the onset of the pandemic and has fully recovered in 2021-22. This sets India on a path to resume its pre-pandemic growth trajectory in 2022-23. However, India like other global economies has been having high inflation this year. Despite efforts by the government and RBI, and a decrease in global commodity prices, retail inflation only fell below the RBI's upper tolerance target in November 2022.

India has the lowest mutual fund penetration globally, the mutual fund industry in the country provides huge scope for growth and development. The total AUM to GDP ratio of India stands at a mere 16%, way below the global average of 63%. Countries like the US have AUM to GDP ratios of over 100%. Real estate and gold have become less attractive forms of investments post demonetisation.

Historically, Indian households have been quite risk-averse and wary of investing their savings into volatile or uncertain return-based assets. Pursuing safe bets has always driven India towards investing in physical assets like gold and real estate.

However, this pattern is slowly changing. Also, the country has seen a significant shift in attitude from capital preservation to wealth creation. Robust economic expansion and substantial growth in per-capita income will drive the pace of wealth creation in India, where financial savings are gradually increasing with an increase in GDP.

India enjoys one of the world's fastest-growing HNI populations both in terms of the number of individuals and wealth levels. The number of HNIs (US$ 1 Million ) is expected to almost double at a CAGR of 12% from 7.97 Lakhs in 2021 to 14.07 Lakhs in 2025.

HNIs in India are increasingly inclined towards equity and equity-linked Instruments. They are keen on reducing exposure to real estate and gold and even looking at reducing debt allocation in pursuit of higher returns that comfortably beat inflation.

Given the favourable macroeconomic climate and the rise of local millionaires and billionaires, we believe there is a significant untapped market for the wealth management sector.

9. BUSINESS OVERVIEW

We are one of the leading wealth solutions firms in India catering to high and ultra-high net-worth individuals (HNI & UHNI). We have evolved into providing well defined uncomplicated wealth solution to our clients. We offer well researched solutions by facilitating investments in financial instruments through an objective-driven process. We provide services primarily through our flagship Private Wealth ("PW") vertical where we manage ' 37,942 Crores of AUM as on March 31, 2023.

We have achieved a dominant position in wealth and mutual fund distribution services space, with a focus on the growing HNI segment through an uncomplicated, holistic and standardised offering, delivered through an entrepreneurial team of private wealth professionals, known as Relationship Managers ("RM").

As of March 31, 2023, our PW vertical caters to 8,352 active client families, serviced by a team of 293 RMs. As on March 31, 2023, 63% of our Clients have been associated with us for over 3 years, representing 80% of our total PW AUM, which shows our strength in vintage of both clients and their AUM in our business.

We are currently present across 15 locations in India, namely, Mumbai, Bengaluru, Delhi, Gurugram, Hyderabad, Kolkata, Chennai, Pune, Chandigarh, Jodhpur, Noida, Ahmedabad, Vishakaptnam, Nagpur and Coimbatore and we have a representative office in Dubai.

The HNI segment of clients (i.e., individuals with net-worth between ' 5 - 50 Crores), is an attractive and underserved segment in terms of quality of service and creating a platform to serve this segment is often time consuming and difficult to build. In our experience, Clients belonging to the HNI segment appreciate the quality of personalised services we offer. Our client families have consistently grown with new family additions of 1,270 (net) in 2022-23.

Our process driven approach, aims to achieve consistent Client outcomes through a standardised investment strategy, augmenting our RM capability. With regards to selection of mutual funds for distribution, we have devised in-house methodologies select such funds which are expected to outperforms as a portfolio.

Non-principal-protected (Non-PP) Structured Products (Non-PP SPs) form an integral part of our model portfolios enabling predictable returns, with lower risk as compared to equity investment over a medium to long term period.

Our product mix of mutual funds and Non-PP SPs, provide an excellent solutions to our target client.

As part of our holistic approach to clients, we also facilitate Estate Planning through trust and WILLs as part of our core objectives, without charging any cost to our Clients. We also have in-house team of experts for the estate an succession plans. We also provide strategic tax advisory related to their investment portfolios. We have helped clients write about 1,000 WILLs and helped set up over 140 Private Family Trusts for them. This holistic approach to their wealth is highly appreciated by the clients. The events and vulnerabilities of the last Financial Year have increased our conviction on the importance of having a well-designed estate plan. Given the very strong strategic positioning and significant increase in high-net-worth individuals / families in the country, Our Company is well poised to register continuous growth in the years to come.

Total AUM of PW vertical have increased from ' 32,054 Crores as on March 31, 2022 to ' 37,942 Crores

as on March 31, 2023, an increase of 18%. Our net active client families have increased from 7,082 as of March 31, 2022 to 8,352 as of March 31, 2023 -registering a growth of 18% and number of RMs increased from 271 as of March 31, 2022 to 293 as of March 31, 2023.

Objectives

Our objectives are as follows:

1. Wealth Creation for our clients by targeting a return ranging between 12% to 14% p.a. that beats HNWI Inflation of about 7.5%.

2. To advise on tax planning to improve overall portfolio returns.

3. Creating liability free asset to safeguard against external risks.

4. Establishing a clearly laid out estate plan to ensure near zero transmission loss of wealth from one generation to the next.

Strategy:

1. Asset Allocation: Asset Allocation Decision is the most critical;

2. Product Selection: Out of 17 Different type of instruments available in the market place, based on Returns, Risk and Cost, currently only 3 (Equity Mutual Funds, Debt Mutual Funds and Non-PP SPs) are chosen to make portfolio uncomplicated and still get the desired returns;

3. Selection of Equity Mutual Funds: 14 Equity Mutual funds are selected from a universe of 584 in order to target an alpha of 2-3% p.a. over and above NIFTY 50;

4. Non-PP SPs in the Portfolio bring down risk significantly;

5. Formulating Trust and Creation of WILL to meet clients' requirements in order to provide value addition by these ancillary services;

6. Policy of entrepreneurial culture for recruitment and retention of relationship managers.

Future Outlook

Indian equities have been one of the best-performing asset classes globally, supported by strong economic growth, good quality corporate earnings, and increasing investment in the Indian equity market both from foreign and domestic sources. Despite possibilities of near-term volatility, the outlook for the Indian equity market for the mid-term and long term looks very attractive. in spite of significant outflow of foreign portfolio flows from the secondary equity market in last two years, greater allocation of domestic households into equity assets has enabled the domestic institutions, especially the mutual funds, to largely compensate for the Foreign Institutional Investors (FII) outflow leading to resilience in the Indian equity market.

We offer wealth solutions to our clients from a longterm perspective, which has worked well in the past to achieve clients' objectives during volatile market scenarios. We are confident that our strategies will continue to help our clients achieve their objectives.

The wealth management industry is growing well due to changing demographics, the influx of new generation potential investors, transitional global scenarios, and most importantly the rampant digitalisation.

The roadmap to provide strong long term growth visibility

by the Company can be placed as follows:

1) Penetration in the existing 8,350 client's families. There is massive scope of increasing our wallet share.

2) Addition of new clients.

3) Addition of new relationship managers.

4) Return on investments get added to AUM.

All in all, with these 4 growth engines we expect to achieve

growth of 20% or more.

1. AR Digital Wealth Private Limited (‘ARDWPL'); -

Digital Wealth (DW) Vertical

Digital Wealth (DW) is a fin-tech extension of our proposition, based from the extensive learnings of our experience in the Private Wealth solutions space. With an idea to address the large mass affluent segment of the market with wealth solution delivered through a ‘phygital channel' (a combination of human distributors empowered with technology), it seeks to build a scalable and profitable model using this blend of technological capabilities and human interface via online/ mobile based services delivered by employees and partners.

We have witnessed encouraging results in our attempt to build a ‘Partner'-led distribution model through which packaged wealth solutions are delivered. ‘Partners' are Independent Financial Advisors (IFAs) and AMFI-registered Mutual Fund Distributors (MFDs) seeking to grow their business by taking the Anand Rathi brand, product research, selection and investment insights to their clients through an innovative, easy-to-use technology interface.

During the period under review, your company witnessed strong growth in Assets under Management (AUM), which increased by 23.29% Y-o-Y from ' 852 Crores as on March 31, 2022 to ' 1,051 Crores as on March 31, 2023. The numbers of clients also increased from 3,907 as on March 31,2022 to 4,249 as on March 31,2023, registering growth of 8.75% Y-o-Y.

Total revenue increased from ' 11.23 Crores in 2021-22 to ' 14.92 Crores in 2022-23. On account of benefit of operating leverage, the net profit increased by whopping 191% from ' 0.25 Crore in 2021-22 to ' 0.72 Crore in 2022-23.

2. FFreedom Intermediary Infrastructure Private Limited (‘FIINFRA') - Omni Financial Advisors ("OFA") Vertical

Ffreedom Intermediary Infrastructure Private Limited ("FIINFRA") has built a digital Platform-as-a-Service (PAAS) model, "Omni Financial Advisor (OFA)", for assisting mutual fund distributors (MFDs) and their clients. OFA is one of the India's leading technology platform for MFDs, in terms of number of subscribers, 5,650 as of March 31,2023.

OFA vertical provides a technology platform for MFDs to service their clients and grow their business. Among other things, this platform enables MFDs with unique features such as:

• Client reporting;

• Business dashboard;

• Client engagement;

• Online mutual fund transactions; and

• Goal planning

Number of MFDs subscribers on OFA platform increased from 5,343 as of March 31, 2022 to 5,677 as of March 31, 2023. Platform clients increased from 17.14 Lakhs as of March 31,2022 to 19.12 Lakhs as of March 31, 2023.

Total revenue grew by 6.65% Y-o-Y to ' 5.76 Crore in 2022-23 as compared to previous year revenue of ' 5.41 Crores. However, due to higher operating expenditure PBT declined from ' 1.16 Crore in 2021-22 to ' 0.58 Crore in 2022

23. On account of higher deferred tax adjustment, the Company reported net loss of ' 0.67 Crore in 2022-23 as compared to net profit of ' 0.87 Crore in 2021-22.

3. Freedom Wealth Solutions Private Limited ('FWSPL');

The Company does not have any business operations. Its revenue is comprised on interest income on fund deployments. The total Revenue increased from ' 0.41 Crore in 2021-22 to ' 0.58 Crore in 2022-23. Profit after Tax stood at ' 0.37 Crore for 2022-23 against ' 0.24 Crore in 2021-22.

The Board of directors of the Company at their meeting held on March 20, 2023, has decided to sell entire shareholding in freedom Wealth Solution Private Limited. Your company is in the process for identifying the investors or buyer.

As per the provisions of the Act, read with applicable rules framed thereunder and SEBI Listing Regulations, 2015 and applicable Indian Accounting Standards ("Ind AS"), the Board of Directors at its meeting held on April 12, 2023, approved the audited standalone financial statements of the Company for the financial year ended March 31, 2023 and the audited consolidated financial statements of the Company and its subsidiaries, for the financial year ended March 31, 2023. In accordance with Section 129 of the Act, the said audited financial statements form part of the Annual Report. The separate statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1, is annexed as Annexure - I. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company.

In accordance with the provisions of Section 136 of the Act, the Annual Report, the audited financial statements including the aforesaid audited

consolidated financial statements and other related documents, are placed on the website of the Company at http://anandrathiwealth.in/ Investorrelations.php.

The audited financial statements of the subsidiaries of the Company for the financial year ended March 31, 2023, are also available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php. The members may download the aforesaid documents from the Company's website or may write to the Company for obtaining a copy of the same. Further, the aforesaid documents shall also be available for inspection by the shareholders at the registered office of the Company, during business hours on working days and through electronic mode. The members may request the same by sending an email to csarwsl@rathi.com.

The Policy for Determining Material Subsidiary is available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php. During the year under review, AR digital Wealth Private Limited ('ARDWPL') was the material subsidiary of the Company.

The Company does not have any associate / joint venture / holding company.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations the Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

12. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In terms of Section 135 of the Act your Company has formed a Corporate Social Responsibility (CSR) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The CSR Committee comprises Mr Anand Rathi (Chairman), Mr Pradeep Kumar Gupta and Mrs Sudha Pravin Navandar. The Company Secretary acts as the secretary to the Committee.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

During the year under review, Company's CSR activities were undertaken in accordance with the annual action plan approved by the Board, focused on critical and relevant thematic areas such as livelihood and financial inclusion, education and healthcare including COVID relief. The Company will continue to focus on the same, which will enable us to build resilience in various communities. As experts in financial sector, we would like to leverage our core competencies and expertise beyond providing mere funds as part of our responsibility to society. The Annual Report on CSR activities of the Company is annexed herewith as Annexure - II.

The Company's CSR policy provides guidelines and lays down the process to undertake CSR activities of the Company. the CSR Policy is also available on the website of the Company at http://anandrathiwealth.in/ Investorrelations.php.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") describing the initiatives taken by the Company, which forms part of this Annual report. In accordance with the SEBI Listing Regulations, 2015, the said report is placed on the website of the Company at http://anandrathiwealth.in.

14. CORPORATE GOVERNANCE

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section forming part of this report.

A certificate from M/s. Dharmesh Bohra and Associates, Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed as Annexure - III to this report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

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

iv) they had prepared the annual accounts on a going concern basis.

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

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is disclosed herein below:

a. Conservation of energy:

The Company is and its subsidiaries are mainly engaged in providing financial services and as such its operations do not account for substantial energy consumption.

b. Technology absorption and innovation:

Our Company functions on the technology driven operating model with digital platform and in-house technology team. We believe that technology will play an increasingly crucial role in delivering wealth management services as well building superior client servicing and

engagement. Recognising that this would need to be a core capability, we have built an internal technology team. The entire stack from back office, middle office and RM and client front ends are proprietary and built internally on a modern technology stack. This provides us not only the ability to build a differentiated technology platform, but also the agility to build market leading capabilities and in responding to business and client needs.

We provide our RMs, a web and mobile solution called the "Workstation", which not only allows them to access client information, facilitate transactions, but also digitises most of their everyday internal workflows (for example, collaboration of RMs and product specialists for clients). This Workstation is a one-stop remote office.

Our current digital platforms cover the entire life cycle of our clients, from client on-boarding, creating and delivering customised advisory using proprietary algorithms, facilitating transactions, multi-channel reporting and engagement.

Our systems are completely cloud-based and engineered ground-up to scale significantly. We have also built monitoring systems to ensure rapid reaction times to such issues and therefore a seamless customer experience. We are currently focused on building more selfservice capabilities through chat bots, leveraging platform generated insights that will allow our product teams to build better advisory as well as allow RMs to enhance client engagement further. We create and manage our data security infrastructure in-house and use reputed cloud and security vendors to continuously test and enhance our systems and practices in place to prevent security breaches and cyber-attacks.

c. Research and development (R&D):

The Company and its subsidiaries are mainly engaged in distribution of various financial products and providing wealth solutions to its clients. We have in-house 80 members' product & research team which continuously engaged in thorough research on various financial products, economy & industry and delivering of these research to our clients with RMs.

d. Foreign exchange earnings and outgo:

• Foreign exchange (earnings): ' Nil Crores (previous year: ' Nil Crores)

• Foreign exchange (expenditure): ' 12.98 Crores (previous year: ' 4.10 Crore).

17. DISCLOSURE OF EMPLOYEES UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure 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 attached as Annexure-IV forming part of this Report.

Further, a statement showing names and other particulars of employees as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of Section 136 of the Act and the aforesaid Rules, the Annual Report and financial statements are being sent to the members and others entitled thereto, excluding the said statement. Members interested in obtaining a copy thereof, may write to the Company Secretary at csarwsl@rathi.com.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of investment made, loans/ guarantees given and securities provided, if any, has been disclosed at respective places in Standalone Financial Statements under appropriate heading, which form part of the Annual Report.

19. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31, 2023, is available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)

Rules, 2014, and the SEBI Listing Regulations 2015, the Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrong doing in the Company and provide for adequate safeguards against victimisation of the persons who avail this mechanism.

Your Company encourages its employees to come forward and express these concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy without fear of any nature whatsoever, or fear of any unfair treatment.

While none of the whistle blowers are denied access to the Audit Committee, no whistle blower complaint was received by the Company during the year under review.

The whistle blower policy of the Company has been displayed on the Company's website at: http:// anandrathiwealth.in/Investor relations.php

21. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promote work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity.

Your Directors further state that the Company has put in place the Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace and also constituted an Internal Complaint Committee in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and dispose of the cases relating to sexual harassments.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a Policy on Related Party Transactions ("RPT Policy"), which is approved by the

Board of Directors of the Company. The RPT Policy provides for identification of related party transactions, necessary approvals by the Audit Committee / Board / Shareholders, reporting and disclosure requirements in compliance with the provisions of the Act and SEBI Listing Regulations, 2015.

All contracts or arrangement or transactions that were entered into by the Company with the related parties during the year under review, were in ordinary course of the business of the Company and the same were on arm's length basis. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Particulars of material contract or arrangements or transactions at arm's length basis is disclosed as per the prescribed form AOC-2 and annexed as Annexure-V which forms an integral part of this Report.

Further, the detailed disclosure on related party transactions as per IND AS-24 and as per schedule V of the SEBI Listing Regulations containing name of the related party and details of the transactions entered with such related party have also been provided in the financial statements. For further details, members may refer to note to the Standalone Financial Statements.

23. INTERNAL FINANCIAL CONTROL

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. Internal control systems comprise policies and procedures that are designed to ensure reliability of financial reporting, compliance with applicable laws and regulations. Necessary policies and procedures are in place inter-alia to ensure that all assets and resources are acquired economically, used efficiently and protected adequately.

24. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROLS

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximising the returns. The

Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Also, key business risks and their mitigation are considered on a regular basis in the annual/strategic business plans and in periodic management reviews. The Board of Directors have also constituted the Risk Management Committee to oversee the Risk Management process in compliance with the provisions of SEBI Listing Regulations. The Risk Management Committee shall oversee the entire risk management system and measures for risk mitigation.

25. RISK MANAGEMENT REPORT

In terms of the provisions of Section 134 of the Act, a risk management report is set out in the Management Discussion and Analysis Report.

26. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGSBoard of Directors

The Board of Directors ("Board") of the Company has an optimum combination of executive and nonexecutive Directors (including an Independent Woman Director). The Board composition is in conformity with the extant applicable provisions of Act and SEBI Listing Regulations, 2015. The Board of the Company represents an optimal mix of professionalism, knowledge and experience.

Further, the Independent Directors on the Board of the Company are highly respected for their professional integrity as well as rich experience and expertise. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

The Composition including the role, terms of reference and the power of aforesaid committees are in conformity with the requirement of companies Act, 2013 and SEBI Listing Regulations.

Further, to manage day to day administrative and routine matters of the Company, the Board has also constituted various Management level Committees comprising of senior level executives of the Company/group.

Key Managerial Personnel (KMP)

As on the date of this Report, Mr Rakesh Rawal, Whole-time Director & Chief Executive Officer, Mr Rajesh Bhutara, Chief Financial Officer and Mr Nitesh Tanwar, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Appointment/Re-appointment and cessation of Directors and Key Managerial Personnel

1. Mr Amit Rathi resigned as a Non-executive Director at the close of business hours on October 13, 2022.

2. Mr Ashish Chauhan resigned as a Company Secretary & Compliance Officer with effect from May 31, 2022. Mr Nitesh Tanwar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. October 13, 2022. During the intermittent period Ms Jinal Trivedi was appointed as interin compliance officer of the Company.

3. Mr Rakesh Rawal was re-appointed as Wholetime director and Chief executive Officer of the Company for further period of 3 years with effect from April 01, 2023 subject to approval of shareholder in ensuing annual general meeting.

Directors retiring by rotation:

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr Pradeep Kumar Gupta (DIN: 00040117), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Board of Directors recommend his appointment.

Details regarding Board/Committee Meetings

During the year under review, the Board, Committees of Board and Independent Directors met on multiple occasions to discuss, decide and gave directions on various issues concerning Company's business and the matters incidental thereto.

Note: The numbers and frequency of aforesaid meetings are in compliance with applicable provisions of Companies Act, 2013.

A detailed disclosure on the Board, its committees, its composition, and terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

Annual General Meeting/Extra-Ordinary General Meetings:

During the year, the Annual General Meeting of the Company was held on August 12, 2022.

Annual Performance Evaluation

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliances with the provision of Section 178 read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, NonIndependent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board's functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness.

The Directors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors under SubSection (6) Of Section 149

All independent directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Act. They have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority and that they have registered their name in the database maintained by Indian institute of Corporate Affairs (IICA). In the opinion of the Board, all the independent directors have integrity, expertise and experience.

All the directors of the Company have confirmed that they are not disqualified for being appointed as directors pursuant to Section 164 of the Companies Act, 2013.

27. STATUTORY AUDITOR

PursuanttoSection 139 ofthe Act, M/s KKC& Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") having Registration No. 105146W/ W100621 were re-appointed as Statutory Auditors of the Company for second term of 5 years at the 27^th Annual General Meeting of the members held on August 12, 2022 on a remuneration to

be mutually agreed by the Board of Directors and the Statutory Auditors and shall continue to hold office till the conclusion of the 32^nd Annual General Meeting of the Company to be held in year 2027.

M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") , have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

28. STATUTORY AUDITORS' REPORT

The Statutory Auditors' Report issued by M/s KKC & Associates LLP, Chartered Accountants, Mumbai (formally "Khimji Kunverji & Co. LLP") for the year under review on standalone and consolidated financial statements of the Company form part of the Annual Report. The report does not contain any qualification, reservations or adverse remarks.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

29. SECRETARIAL AUDITOR AND THEIR REPORT(a) Anand Rathi Wealth Limited

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, M/s. Rathi and Associates, Company Secretaries were appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year under review. The report of secretarial audit is annexed herewith as Annexure -VI which forms an integral part of this Report and it does not contain any qualification.

(b) AR Digital Wealth Private Limited

In terms of the criteria mentioned under regulation 16 of the SEBI Listing Regulations, AR Digital Wealth Private Limited falls under definition of material subsidiary of the Company. Accordingly, as required under regulation 24A of the SEBI Listing Regulations, M/s. Shweta Mundra & Associates were appointed as Secretarial Auditors of AR Digital Wealth Private Limited to undertake its Secretarial Audit for the period under review. The Secretarial Audit Report for the financial year 2022-23 is also annexed herewith as Annexure -VII which forms an integral part of this Report and it does not contain any qualification.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company is compliant with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

31. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed in the financial statements of the Company, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this report relates and the date of this report.

33. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which could have impact on the going concern status and the operations of the Company in future.

34. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

Your Directors have laid down criteria for appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act, as a part of the Nomination and Remuneration Policy ("NRC Policy") of the Company.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The NRC Policy is annexed herewith as Annexure - VIII and is also available on the website of the Company at http:// anandrathiwealth.in/Investorrelations.php

35. OTHER DISCLOSURES During the year under review:

• There was no change in the nature of business of the Company;

• There was no revision in the financial statements of the Company;

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable for the business activities carried out by the Company;

• There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

36. ACKNOWLEDGEMENT

YourDirectorswouldliketoplaceonrecordtheirgratitude for the valuable contribution made by the employees with their efforts, teamwork and professionalism at all levels. Your Directors acknowledge the support of the members and also wish to place on record their sincere appreciation for the continued support, cooperation, guidance and encouragement received from the government, regulatory & statutory bodies including Company's bankers.

We are hopeful of receiving your continued support and cooperation in future as well.

For and on behalf of the Board Anand Rathi Wealth Limited

Sd/-

Mr Anand Rathi

Chairman&Non-ExecutiveDirector (DIN: 00112853)

Place : Mumbai

Date : April 12, 2023