Your directors take the pleasure in presenting the 41^st Annual Report together with Audited Financial
Statements of the Company along with Auditor's Report thereon for the financial year ended 31^st
March, 2025.

1. FINANCIAL SUMMARY

The summary of the Company’s financial performance, for the financial year (“FY”) 2024-25 and FY
2023-24 is given below:

(As per TND-AS) (? in Lakhs )

2. BUSINESS OVERVIEW:

Your Company is majorly in the business of providing loan against jewellery via its widespread
network of branches all over India. The Company is aggressively expanding its presence in various
locations for its Gold Loan Product. Complementing the Company’s core Gold Loan business, its
Non-Gold Loan business offerings continued to gain traction with its unsecured consumer loans, short
term / long term inter corporate loans, etc playing a pivotal role in diversifying the Company’s
consolidated loan portfolio. The Board is in constant search for new business avenues which can be
taken with the existing business.

3. BUSINESS PERFORMANCE:

Your Company witnessed continuous growth and consistent performance in FY 24-25. The key
financial performance indicators for the year are as follows:

• The total revenue of the Company surged to Rs. 14,105.90 Lakhs, marking a remarkable growth of
Rs. 5,079.21 Lakhs as compared to Rs. 9026.69 Lakhs in the previous year.

• The profit before tax of the Company was Rs. 2,361.90 Lakhs as compared to Rs. 2,121.99 Lakhs in
the previous year

• The net profit of the Company rose from Rs. 1,607.13 Lakhs to Rs. 1,740.13 Lakhs showcasing a
substantial growth of Rs. 133 Lakhs.

During the year, the Company continued the expansion of its lending business and added new
branches for better performance in the upcoming years.

4. SCALE BASED REGULATIONS

The Company complies with the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. The Company is identified as NBFC-Base Layer
under the Scale Based Regulation. With an endeavour to further strengthen the compliance culture
across business and functions, an integrated compliance framework has been put in place which
would be enhanced from time to time.

5. SHARE CAPITAL:

a. Authorised Share Capital:

During the financial year, your Company in its meeting held on January 8, 2025 has increased its
Authorized Share Capital from existing Rs 14,00,00,000/- (Rupees Fourteen Crore Only) divided
into 14,00,00,000 (Fourteen Crore ) Equity Shares of ? 1/- each to ? 17,00,00,000/- (Rupees
Seventeen Crore Only) divided into 17,00,00,000/- (Seventeen Crore) Equity Shares of ? 1/- each
(Rupee One Only).

b. Paid-up Share Capital:

During the year under review, the Company, in its meeting held on November 5, 2024 allotted
50,408 Equity Shares under the Finkurve ESOP Plan (Finkurve ESOP 2018). Pursuant to this
allotment, the paid-up share capital of the Company increased from ? 12,69,58,198/- (Rupees
Twelve Crore Sixty-Nine Lakhs Fifty Eight Thousand One Hundred and Eighty Nine) to ?
12,69,08,606/- (Rupees Twelve Crore Sixty-Nine Lakhs Eight Thousand Six Hundred and Six)
divided into 12,69,08,606/- (Rupees Twelve Crore Sixty-Nine Lakhs Eight Thousand Six Hundred
and Six Equity Shares of 1/- each (Rupee One Only).

Changes after the end of the Financial Year:

Preferential Allotment:

Your Company, via resolution passed by circulation on May 21, 2025, has allotted 49,69,000
Equity Shares having Face Value of Rs. 1/- each fully paid up for cash, at an issue price of Rs. 78/-
(Rupees Seventy-Eight Only) including premium of Rs. 77/- (Rupees Seventy-Seven Only) each
per Equity Share and via resolution passed by circulation on May 27, 2025 has allotted 80,44,100
Equity Shares having a Face Value of Rs. 1/- each fully paid up for cash, at an issue price of Rs.
78/- (Rupees Seventy-Eight Only) including premium of Rs. 77/- (Rupees Seventy-Seven Only)
each per Equity Share to Non-Promoter individuals on preferential basis.

Non-Equity Capital:

Warrants:

Your Company, via resolution passed by circulation on May 29, 2025 issued and allotted
51,28,105 convertible warrants (each warrant to be converted into (01) One Equity Share having
Face Value of Rs. 1 each ) at an issue price of Rs. 78/- each (Rupees Seventy-Eight only) including
warrant subscription price of Rs. 19.5 per warrant entitling the warrant holder to exercise the
option within a period of 18 months from the date of allotment aggregating to Rs. 39,99,92,190/-
(Rupees Thirty-Nine Crore Ninety-Nine Lakhs Ninety-Two Thousand One Hundred Ninety Only)
on preferential basis to the persons belonging to the Promoter category.

6. EMPLOYEE STOCK OPTIONS:

During the financial year, your Company in its meeting held on November 5, 2024, allotted 50,408
Equity Shares having a Face Value of 1/- each under Finkurve ESOP Plan 2018 scheme at an Exercise
Price of 27/- each by the employee of the Company.

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018)
in accordance with Securities Exchange Board of India (Share Based Employees Benefits), 2014 for
grant of stock options to eligible employees of the Company and its Subsidiary (if any). The
Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia,
administers and monitors the Employee Stock Options Scheme of the Company. During the year
under review, the Company has not granted any fresh options under Employee Stock Options Plan.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under
the abovementioned SEBI Regulations are available on the Company’s website,
https://www.arvog.com/investors.html.

Changes after the end of the Financial Year:

Employee Stock Option:

Your Company via resolution passed by circulation on May 27, 2025, has allotted 97,500 Equity
Shares having a Face Value of Rs. 1/- each at an Exercise Price of Rs 27/- per share under the
Finkurve ESOP Plan (Finkurve ESOP 2018).

Furthermore, your Company in its meeting held on May 29, 2025, granted 3,06,223 (Three Lakhs Six
Thousand Two Hundred and Twenty-Three) ESOPs convertible into equal number of Equity Shares
to the eligible employees of the Company at an Exercise Price of Rs. 76.8/- per share, in accordance
with the terms of said Finkurve ESOP Plan-2018.

Investor Education and Protection Fund

Investor Education and Protection Fund As per Section 124 and 125 of the Act read with the Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends
that remain unclaimed/ unpaid for a period of seven years will be transferred to the Investor Education
and Protection Fund (“IEPF”).

During the financial year 2024-25, the Company has not transferred any amount to Investor Education
and Protection Fund (“IEPF”).

7. RESOURCE MOBILIZATION/FUND RAISING

Non-Convertible Debentures

(a) Your Company has successfully completed the allotment and listing of three tranches of Non¬
Convertible Debentures through Private Placement during FY 2024-25 raising Rs. 4900
million.

(b) Your Company has allotment and listing of Non-Convertible Debentures through Private
Placement in its meeting held on August 13, 2025, via Electronic Bidding Platform raising Rs
210 million.

8. CREDIT RATING

The Company has credit rating as below:

9. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have any subsidiary, associate or joint venture company as on year end.

10. CHANGE IN THE NATURE OF BUSINESS:

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Change in Designation

Based on the recommendation of the Nomination and Remuneration Committee and in accordance
with the provisions of the Companies Act, 2013, Regulations of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and the Articles of Association of the Company, there
was a change in designation of Mr. Priyank Kothari (DIN: 07676104), from Non-Executive Non¬
Independent Director to Whole-Time Director with effect from August 29, 2024 to August 28, 2029.

(b) Appointments

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mr. Himadri Bhattacharya (DIN: 02331474) as an
Additional, Non-Executive Independent Director of the Company for term of Five (05) Years
effective November 14, 2024, to November 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mr. Cavale Narayanarao Raghupathi (DIN: 08846510)
as an Additional, Non-Executive Independent Director of the Company for term of Five (05) Years
effective November 14, 2024, to November 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mrs. Aastha Vishal Solanki (DIN: 10667741) as a Non¬
Executive Independent Director of the Company for term of Five (05) Years effective 30th June, 2024
to 29th June, 2029.

(c) Cessation

During the year under review, Mrs. Riddhi Kamlesh Tilwani (DIN: 06910038) Independent Director
of the Company, ceased to be a Director due to expiry of her term of Ten (10) years term i.e. Two
(02) terms of Five (05) Years each as an Independent Director of the Company w.e.f. the close of
business hours of June 30, 2024. Board places on record its sincere appreciation for the support and
guidance provided by her during her tenure.

(d) Resignation

During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) Independent
Director of the Company, resigned from his position due to personal reasons and professional
commitments w.e.f. close of business hours of November 14, 2024.

(e) Liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and
being eligible, offer himself for re-appointment.

Your Board and the Nomination and Remuneration Committee has evaluated the eligibility criteria
under RBI guidelines, the Act and Listing Regulations, of all directors seeking appointment / re¬
appointment at the ensuing Annual General Meeting and has recommended the appointment / re¬
appointments. Your Board believes that the proposal for appointment / re-appointment of Directors
will have the support of shareholders

Key Managerial Personnel:

During the year under review, there has been no change in the Key Managerial Personnel of the
Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company were as follows:

Changes after the end of Financial Year:

Cessation:

Mr. Narendra Champalal Jain (DIN: 06910038) has ceased to be a Whole-Time Director of the
Company, w.e.f. the close of business hours of August 30, 2025. This cessation is consequent to the
completion of his Five (05) years as a Whole-Time Director of the Company.

Resignation:

After the end of financial year, Mr. Sunny Parekh (A32611) Company Secretary & Compliance
Officer of the Company, resigned from his position due to personal reasons and professional
commitments w.e.f. close of business hours of May 31, 2025.

Appointment:

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mrs. Kajal Parmar (A65484) as Company Secretary &
Compliance Officer of the Company effective June 1, 2025.

The Key Managerial Personnel of the Company as on September 5, 2025, are as follows:

12. NUMBER OF MEETING OF BOARD:

During the year 20(Twenty) Board Meetings were held i.e on April 3, 2024, May 15, 2024, June 26,
2024, June 28, 2024, July 9, 2024, August 2, 2024, August 5, 2024, August 14, 2024, August 29,
2024, October 3, 2024, October 10, 2024, October 23, 2024, November 5, 2024, November 14, 2024,

December 16, 2024, December 18, 2024, January 23, 2025, January 24, 2025, February 2, 2025,
February 7, 2025.

The particulars of attendance of Directors are as under:

13. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to
Director's Responsibility Statement, it is hereby confirmed that:

a) In preparation of the annual accounts, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures;

b) The directors 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 and loss of the Company
for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and

d) The directors had prepared the annual accounts for the Financial Year on a “Going Concern” basis;

e) The directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively and

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

14. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT UNDER SECTION
143(12):

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee
under Section 143 (12) of the Act, the details of which need to be mentioned in this report.

15. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6):

The Independent Directors have submitted necessary disclosures that they meet the criteria of
independence as provided under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI
Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which
may affect their status as Independent Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section
150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company other than the sitting fees, commission, if any and
reimbursement of expenses incurred by the for the purpose of attending the meetings of the Board or
Committees of the Company.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)
Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure
- I” to this report.

17. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section
92(3) of the Act for the financial year ended March 31, 2025, is hosted on the website of the Company
and can be accessed at https://www.arvog.com/investor/

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE ACT:

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board
and its Powers) Rules, 2014, the loan made, guarantee given or security provided by your Company
forms part of this report. During the year under review, the disclosures on particulars relating to loans,
advances, guarantees and investments are provided as part of the financial statements.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED
PARTIES:

The Board of Directors has approved the policy on transactions with related parties (“RPT Policy”),
pursuant to the recommendation of the Audit Committee. In line with the requirements of the Act,
RBI regulations and the SEBI Listing Regulations, the Company has formulated the RPT Policy. The
RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for
all transactions between the Company and the related parties. The policy provides for identification of
RPTs, necessary approvals by the Audit Committee/ Board /Shareholders, reporting and disclosure
requirements in compliance with the Act and provisions of the SEBI Listing Regulations. All related
party transactions were placed before the Audit Committee for review on a quarterly basis.

All related party transactions that were entered into during financial year were on an arm’s length
basis and in the ordinary course of business and disclosed in the Financial Statements. There were no
materially significant related party transactions entered into by the Company with Promoters,
Directors, KMPs or body corporate(s), which had a potential conflict with the interest of the Company
at large that required approval of shareholders as required under Chapter IV of SEBI Listing
Regulations. Pursuant to provisions of Section 188(1) of the Act, Form AOC-2 is attached to this
report as Annexure II.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the financial statements forming part of this Annual Report 2024-25. To
identify and monitor significant Related Party Transactions, the Company has also framed a policy on
the Related Party Transactions and the same is available on the Company's website i.e.,
www.arvog.com.

20. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any
payment on account of dividend.

21. TRANSFER TO RESERVES:

Your Board of Directors has transferred an amount of Rs. 1642.51 to the statutory reserve maintained
under Section 45 IC of the Reserve Bank of India Act, 1934. Further, the balance amount of profit for
the year under review has been carried forward to the Statement of Profit and Loss.

22. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred from
the end of the previous financial year till the date of this report.

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

(a) CONSERVATION OF ENERGY

The need for adoption of clean technology, improving end-use efficiency and diversifying energy bases,
etc. have all been seriously considered by the Government of India and the country is poised for a
considerable increase in the use of renewable energy sources in its transition to a sustainable energy
base. Your Company being a Non-Banking Finance Company, has no activities involving conservation
of energy. However, adequate measures have been initiated across all branches of the Company to
reduce energy consumption as your Company is committed to sustainable business practices by
contributing to environment protection and considers energy conservation as one of the strong pillars of
preserving natural resources.

To this end, we have implemented several measures aimed at reducing energy consumption. Embracing
information technology has been instrumental in this endeavor, with initiatives such as scan-based
disbursements and paperless logins for loan applications. By leveraging technology, we not only
streamline our processes but also minimize our energy footprint.

Moreover, we are transitioning from desktops to laptops for our office/branches. This shift is significant
as laptops consume notably less electricity than desktop computers, contributing to tangible energy

savings. Additionally, we have retrofitted our head office and branches with energy-efficient LED
lights, a move that significantly reduces electricity usage compared to conventional CFL and
incandescent bulbs.

By embracing these initiatives, we not only demonstrate our dedication to environmental responsibility
but also underscore our commitment to sustainable operations.

(B) TECHNOLOGY ABSORPTION:

Over the years, your Company has been in the forefront in implementing latest information
technology and tools deploying wide spectrum of technological capabilities enabling digital
transformation by revamping the back end and enhancing the front-end experience for customers. Our
Company’s vast network of branches coupled with digital banking platforms have kept your Company
in the leadership position and enabled the Company to introduce more customer centric, intuitive &
seamless products and services enhancing our customer convenience.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings and outgo during the Financial Year 2024-25.

Detailed report on conservation of energy, technology absorption and foreign exchange earnings and
outgo is attached to this report as Annexure III.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

Risk management forms an integral element of our business strategy. As a lending institution, we are
exposed to various risks that are related to our lending business and operating environment. Our
objective in risk management processes is to appreciate measure and monitor the various risks we are
subject to and to follow the policies and procedures to address these risks. The Company’s Risk
Management Committee of the Board of Directors constituted in accordance with the Reserve Bank
of India regulations has overall responsibility for overseeing the implementation of the Risk
Management Policy.

The committee meets at least once in a year to review the Risk Management practices. Risk
Management department periodically places its report to the committee for review. The committee’s
suggestions for improving the Risk Management Practices are implemented by the Risk Management
department. The primary responsibility for managing the various risks on a day to day basis will be
with the heads of the respective business units of the Company. The major types of risk we face are
collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), Foreign
currency risk , Prepayment risk and Business cycle risk.

The framework visualizes empowerment of various Business Units at the operating level, with
technology as the key driver that enables identification and management of risks at place of
origination itself.

25. CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance norms as stipulated in Chapter IV of
SEBI Listing Regulations read with RBI Circular: DOR.ACC.REC. No.20/21.04.018/2022- 23 dated
April 19, 2022. As per Regulation 34 of SEBI Listing Regulations and RBI circular, the detailed
report on Corporate Governance is attached to this Report as Annexure IV.

26. AUDITORS:

A. STATUTORY AUDITORS AND AUDITOR'S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there
under, the current Auditors of the Company, M/s. P. D. Saraf & Co., Chartered Accountants having
FRN: 109241W were appointed by the Members at the 36th Annual General Meeting convened on
30th September, 2020, to hold office until the conclusion of the 41st Annual General Meeting to be
held in the year 2025.

The term of office of the Statutory Auditors M/s. P. D. Saraf & Co., Chartered Accountants having
FRN: 109241W is expiring at the ensuing Annual General Meeting. Board places on record its
gratitude for the exceptional professional services rendered and guidance provided by the Statutory
Auditors during their tenure.

The Board of Directors of the Company at its meeting held on September 5, 2025, based on the
recommendation of the Audit Committee, have recommended for appointment of M/s. Ladha Singhal
& Associates, Chartered Accountants having FRN: 120241W as the Statutory Auditors of the
Company for a term of 5 consecutive years. Accordingly, resolutions proposing appointment of M/s.
Ladha Singhal & Associates, Chartered Accountants as the Statutory Auditors of the Company for a
term of five years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th
Annual General Meeting of the Company to be held in the year 2030 are included in the Notice
calling the Annual General Meeting. The Audit Committee of the Company has evaluated the
eligibility criteria of the Statutory Auditors and has recommended their appointment as the statutory
auditors of the Company.

STATUTORY AUDITORS QUALIFICATION:

There are no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an Audit for the financial year 2024-25 for all applicable compliances
as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial
Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial
year and the same is available on the Company’s website at the weblink
https://www.arvog.com/ files/ugd/8d15b7 c119c0b6ef1346229c9d7870378119c5.pdf

C. INTERNAL AUDIT AND INTERNAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made there under
and on the recommendation of the Audit Committee the current Internal Auditors of the Company,
M/s. Aadesh Shah & Associates, Chartered Accountants having FRN: 138515W were re-appointed by
the Board in the Meeting held on July 9, 2024 , for the Financial Year 2024-25. There are no
qualification, reservation or adverse remarks made in the Internal Auditors Report.

D. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the
services of Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Company Secretaries,
Mumbai (Membership. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the
Company for the Financial year ended 31^st March, 2025.

SECRETARIAL AUDITORS’ QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year
ended 31^st March, 2025 and the reply of the Board of Directors to such qualifications are as under:

27. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS AND COMMITTEES

In compliance with the regulatory requirements, the Board carried out an annual evaluation of its own
performance, its Committees, and of the individual Directors based on criteria and framework adopted
by the Board and in accordance with regulations

Based on that, performance evaluation has been undertaken. The Independent Directors of the
Company have also convened a separate meeting for this purpose.

28. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors during the year 2024-25 and opined
that the integrity, expertise and experience (including proficiency) of the Independent Directors is
satisfactory.

29. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would
impact the going concern status of the Company and its future operations.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The focus areas of your Company’s CSR activities for FY 2024-25 include Healthcare, Education,
Livelihood, Rural & Slum Area Development, Skill Development, Environment, Protection of
National Heritage, Empowerment of Women and Senior Citizens, Animal Welfare, Sports, among
others, carried out mainly through our own branches and employees in all States and UTs.

The Company’s CSR policy is committed towards CSR activities as envisaged in Schedule VII of the
Act. The Details of CSR policy of the Company are available on the website of the Company at
www.arvog.com. The Annual Report on CSR activities under the format prescribed in “Annexure VI”
of the CSR Rules is annexed to this Report.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational
resources both tangible and intangible. The Company has also put in place the following to ensure the
adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether
the workflow of the Organization is in accordance with the approved policies of Financial Statements,
Internal Auditors present to the Audit Committee, the Internal Audit Report and Management
Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with
respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the
Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the
Auditors Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, separate Section of this Annual Report includes details on the Management
Discussion and Analysis detailing the industry developments, segment wise/ product wise
performance and other matters as “Annexure VII”.

34. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL
GOVERNMENT

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

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND COMPLIANCE WITH
MATERNITY BENEFIT ACT, 1961

The Company has zero tolerance towards sexual harassment and is committed to provide a safe
environment for all, which is achieved through well-established robust mechanism for redressal of
complaints reported under it. The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, (‘POSH Act’) and Rules provides protection against sexual
harassment of women and lays down the guidelines and timelines for the prevention and redressal of
complaints pertaining to sexual harassment. Accordingly, the Company has constituted Internal
Committee to redress complaints received regarding sexual harassment. All employees - permanent,
contractual, temporary and trainees are covered under this Policy.

The Company has in place the guidelines on prevention of Sexual Harassment at Workplace and a
formal process for dealing with complaints of sexual harassment, in compliance with aforesaid Act.
The Company ensures that all such complaints are resolved within defined timelines. Sexual

Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 made
thereunder. Details of cases reported to Internal Complaints Committee during the financial year
2024-25 are as under:

The composition of Internal Complaints Committee is as per the following:

Your Company demonstrates its commitment to well-being of women employees by complying with
the provisions of the Maternity Benefit Act, 1961.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has initiated proceedings against M/s. Rao Edu Solutions Private Limited (CIN:
U80301MH2013PTC247740) in the capacity of Financial Creditor before the Hon’ble National
Company Law Tribunal (‘NCLT’) in Financial Year 2023-24 which has been duly admitted by
Hon’ble National Company Law Tribunal (‘NCLT’) and the same is currently pending before the
Resolution Professional.

The Company has not made any fresh applications under the Insolvency and Bankruptcy Code, 2016
during the Financial Year under review.

37. AUDIT COMMITTEE

Your Company has constituted an Audit Committee in accordance with the requirements of the
Companies Act, 2013, RBI directions, and SEBI Listing Regulations. Details on Audit committee,
terms of reference and meetings appear on the Report on Corporate Governance annexed to this
report. All recommendations of Audit Committee were accepted by your Board during the financial
year 2024-25.

The details pertaining to changes in the composition of the Audit Committee are included in the
Corporate Governance Report, which is a part of this report.

38. NOMINATION AND REMUNERATION POLICY:

Board of Directors of your Company, on the recommendation of Nomination and Remuneration
Committee, has formulated a policy for selection, appointment and remuneration of the directors,
senior management personnel as required under Section 178(3) of the Act. Terms of reference of the
Nomination and Remuneration Committee and other relevant details of Nomination and
Remuneration Committee are provided in the Corporate Governance Report circulated along with this
report.

The details pertaining to changes in the composition of the Nomination & Remuneration Committee
are included in the Corporate Governance Report, which is a part of this report.

39. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Non- Convertible Debentures issued by
the Company through Private Placements are listed on BSE Limited. Your Company has paid
applicable listing fees to Stock Exchanges.

40. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company seeks to create an environment free of unfair practices and unethical conduct by laying
down the highest standards of conduct for its employees. The Company has in place the Whistle
Blower Policy which is periodically reviewed. The Policy provides a mechanism for employees
including directors, stakeholders of the Company to raise any issue concerning breach of any law,
statute or regulation, accounting policies and procedures, acts resulting in financial loss or loss of
reputation, leakage of information in the nature of UPSI, misuse of office, suspected/actual fraud and
criminal offences without the risk of subsequent victimization, discrimination or disadvantage. The
Policy aims to ensure that concerns are appropriately raised, independently investigated and
addressed. The Policy complies with the requirements of vigil mechanism as stipulated under Section
177 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and other Applicable laws, rules and regulations.

During the year under review, no employees of the Company has been denied access to the Audit
Committee. The said mechanism ensures that the whistleblowers are protected against victimization/
any adverse action and/ or discrimination as a result of such a reporting and provides direct access to
the Chairman of the Audit Committee in exceptional cases. The Policy has been periodically
communicated to the employees through email communications, internal newsletters.

41. RISK MANAGEMENT:

Risk management forms an integral element of our business strategy. As a lending institution, we are
exposed to various risks that are related to our lending business and operating environment. Our
objective in risk management processes is to appreciate measure and monitor the various risks we are
subject to and to follow the policies and procedures to address these risks. The Company’s Risk
Management Committee of the Board of Directors constituted in accordance with the Reserve Bank
of India regulations has overall responsibility for overseeing the implementation of the Risk
Management Policy.

The committee meets at least once in a year to review the Risk Management practices. Risk
Management department periodically places its report to the committee for review. The committee’s
suggestions for improving the Risk Management Practices are implemented by the Risk Management
department. The major types of risk we face are collateral risk, operational risk, liquidity risk, market
risk (which includes interest rate risk), Foreign currency risk , Prepayment risk and Business cycle
risk.

Our organisational objective in risk management processes is to appreciate measure and monitor the
various risks we are subject to and to follow the policies and procedures to address these risks.
Although we disburse loans in very short periods of time, we have clearly defined appraisal methods
as well as KYC compliance procedures in place to mitigate various operational risks in our
operations.

At present the Company has not identified any element of risk which may threaten the existence of the
Company.

42. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company have been
laid by the Board and necessary declaration has been obtained from them. The Company has adopted
amended ‘Code of Conduct’ (including code of conduct of Independent Directors) and the terms &
conditions for appointment of Independent Directors of the Company in the meeting of Board of
Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end
of this report. The said Code is posted on the website of the Company i.e. www.arvog.com.

43. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company had auctions. The details of auctions required
to be furnished in the Annual Report of the Company as per Scale Based Regulation (SBR): A
Revised Regulatory Framework for NBFCs issued by the Reserve Bank of India (RBI) on 22 October
2021 (‘SBR Framework’) are stated under:

No. of Loan Accounts: 157

Outstanding amounts (in INR): 2,08,54,238

Value fetched: 2,43,83,360

Whether any of its sister concerns participated in the auction: Yes .

44. SECRETARIAL STANDARDS

During the year under review, the Company has been in compliance with the applicable Secretarial
Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to
Meetings of Board and its Committees and General Meetings respectively. The Company has devised
necessary systems to ensure compliance with the applicable provisions of Secretarial Standards

45. COMPLIANCE OF RBI REGULATIONS

The Company comply with the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. The Company was identified as NBFC-Base
Layer under the Scale Based Regulation.

Your Company has been granted registration under Sec. 45IA of Reserve Bank of India Act, 1934
(Registration Number: B- 13.00316) whereby the Company is allowed to carry on business as a Non¬
Banking Financial Company. The Company has followed all regulatory directions such as, KYC
Norms, Provisioning Norms, CRAR, Loan to value guidelines for Gold loans, Asset Liability
Management, Fair Practices Code, Fraud Reporting etc., as required by the Reserve Bank of India, the
regulator for NBFCs. As on March 31, 2025 the percentage of Gold Loan to total loan book is 88.4%.

Your Company’s Capital Adequacy Ratio as on March 31, 2025 stood at 44.94% of the aggregate risk
weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well
above the regulatory minimum of 15.00 %.

46. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had eight committees:

The Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship
Committee, The Corporate Social Responsibility Committee, The Risk Management Committee, The
Internal Compliant Committee, and The Asset- Liability Committee (‘ALCO’) and Finance
Committee.

During the year under review, all recommendations made by the committees were approved by the
Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate
Governance report.

47. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time, top 1000 Listed entities in terms of market
capitalization as on the last date of the reporting financial year are required to furnish a Business
Responsibility Report in the Annual Report. Since the Company does on form the part of top 1000
listed entities in terms of market capitalization as on the last date of the reporting financial year the
Company is not required to furnish Business Responsibility Report for the Financial Year under
review.

48. OTHER DISCLOSURES:

COMPLIANCE:

(i) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior
management and other employees who could have access to the unpublished price sensitive
information of the Company are governed by this code. The trading window is closed during the time
of declaration of results and occurrence of any material events as per the Code. The Compliance
Officer is responsible for setting forth procedures and implementation of the code for trading in
Company securities. During the year under review there has been due compliance with the said code.

(ii) Material Subsidiary Policy:

The Company has framed policy for determining “Material Subsidiaries” to ensure that Board of
Directors has overall supervision of functioning of subsidiaries of the Company and to provide the
governance framework for such subsidiaries. The policy has been uploaded on the website of the
Company i.e. www.arvog.com/reports-policies/.

(iii) CEO/ CFO Certification:

As per Regulation 17 (8) of the SEBI Listing Regulations, the certificate certifying that the financial
statements do not contain any materially untrue statement and these statements represent a true and
fair view of the Company's affairs is annexed and forms part of the Annual Report.

(iv) National Stock Exchange Listing Application:

Your Company has observed a strategic opportunity in listing its Equity Shares on the
National Stock Exchange (NSE) and wishes to explore the benefits associated with being a
listed entity, including enhanced visibility, improved corporate credibility, and increased
access to capital markets.

In line with this vision, the Company in its meeting held on August 14, 2024, approved the
proposal for listing of the shares on NSE. The Board believes that this move will contribute
positively to the Company’s long-term growth and shareholder value. Accordingly, the
Company applied for listing of its Equity Shares on NSE in the year 2024.

The listing process is currently in progress, and the Company is taking necessary steps to
comply with all regulatory requirements.

49. ACKNOWLEDGEMENT:

Your Directors thank the Company’s stakeholders including investors, customers, banks, financial
institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their
continued support during the year. Your Directors place on record their appreciation of the
contribution made by the employees of your Company at all levels. Your Board reassures that in these
challenging times, your Company will continue to support you and your family at all levels. Your
Company’s consistent growth was made possible by their hard work, solidarity, cooperation and
support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and
Exchange Board of India, Ministry of Corporate Affairs, and Stock Exchanges including various
officials there at for the guidance and support received from them from time to time.

For and on behalf of the Board of Directors

Sd/-

Ketan Kothari

Place: Mumbai Chairman

Date: September 5, 2025 DIN:00230725