Your Directors have pleasure in presenting 43^rd Annual Report together with the Audited Financial Statement for the financial year ended 31^s1
March, 2025 alongwith the Auditor's Report thereon. The Financial highlights for the financial year 2024-25 under review¹ are given below:

BRIEF FINANCIAL RESULTS:

PERFORMANCE:

The Total Income for the financial year under review increased to Rs. 366.88 Lakhs against Rs. 439.34 Lakhs during previous year whereas the
Loss after Tax generated by the company during the year under review is Rs. 1,51 Lakhs as compared to Profit after Tax of Rs. 1.81 Lakhs
during the previous year. The company is working hard to increase the profitability in the forthcoming years.

DIVIDEND:

Due to lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial
year 2024 - 2025 (Previous year - Nil Dividend).

CHANGE IN THE NATURE OF 111 SINESS:

There is no change in the nature of business of the Company during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDI'CATION AND PROTEC ITON FEND;

In compliance with the provisions of Section 125 of the Companies Act, 2013, as at 31st March 2025 Company has not recommended the
dividend so, This Clause is not applicable.

TRANSFER TO RESERVE:

There has been no transfer to Reserves during the Financial Year 2024-2025.

OUTLOOK:

The Company has been continuously focusing on its existing line of business to improve its profitability in near future. The Company expects to
perform reasonably well subject to prevailing market conditions, economic scenario and fluctuations in exchange rate.

COMPLIANCE WITH THE INDIAN ACCOUNTING STANDARDS:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in
accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014.

FORMAL ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 (10) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance and evaluation of Independent Directors,
Board, Committees and other individual Directors, process of evaluation was followed as per the Policy laid down in this regard. The manner in
which the evaluation has been carried out has been explained in the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not adopted any Corporate Social Responsibility Initiatives as the said provisions as laid down in Section 135(1) of the
Companies Act, 2013 are not applicable to the company.

BUSINESS RESPONSIBILITY REPORT:

The Company has not adopted any Business Responsibility Initiatives as the said provisions are not applicable.

COM PA N V S ECRETA KY:

Mrs. Drishti Singhal, Member of Institute of Company Secretaries if India is appointed as Company Secretary cum Compliance Officer of the
Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.

CHIKF FINANCE OFFICKR:

Mr. Ayush Jain is the Chief Finance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act,
2013.

INTERNAL AUDITOR:

M/s Anurag R.Gupta & Associates, Chartered Accountants, has provided internal audit report for the Financial Year 2024-25. The Suggestions
made by the Internal Auditor in their Report were properly implemented.

SECRETARIAL STANDARDS:

The Company is in compliance with all Secretarial Standards issued by The Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN;

Extract of Annual Return for the Financial Year ended on 31st March, 2025 as required by Section 92(3) of the Companies Act, 2013, is
annexed as Annexure 1 and also available on the website of the company in the following link https://www.armanholdings.in/lnvestors.html.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations.
2015. as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year, none of the Executive Director. Non- Executive Director and Independent Directors were appointed or re-appointed except for
the ones who were liable to retire. During the year, the Non- executive Director and Independent Director of the company did not have any
material pecuniary relationship or transaction with Company except in ordinary course of business which includes payment of sitting fee.

The Notice convening the Annual General Meeting includes the proposals for ratification and appointment of the Director. Brief resumes of the
Director proposed to be appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

The certificate on Non- Disqualification of Directors dated May 21, 2025 as issued by M/s. Binu Singh, Practicing Company Secretaries, is
annexed as Annexure 7

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Companies Act. 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s Code
of Conduct & Ethics. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience
including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also
complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

The Directors are regularly informed during meetings of the Board and Committees on the business strategy and business activities. The
Directors when they are appointed are given a detailed orientation on the Company, regulatory matters, business, financial matters, human
resource matters, etc. The details of Familiarisation programmes provided to the Directors of the Company are mentioned in the Corporate
Governance Report and on the Company’s website.

All Independent Directors of the Company have confirmed that they have already registered their names w'ith the data bank maintained by the
Indian Institute of Corporate Affairs f'TICA'] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and they would give
the online proficiency self-assessment test conducted by IICA w'hich is prescribed under the relevant Rules, if applicable.

NO. OF BOARD MEETINGS:

During the financial year 2024-25, the Board of Directors of our Company are as follow's:

Mr. Deepak Kumar Babel: Managing Director

Mrs. Priyadarshani Babel: Non-Executive Director & Non- Independent Director

Mr. Pradeep Kumar Jain: Non-Executive Director & Independent Director - Chairperson
Mr. Abhishek Tejawat: Independent Director

During the FY 2024-25, the Board of Directors met 4 (Four) times. The details of Board Meetings are provided in the Corporate Governance
Report section of this Annual Report.

COMMIT FEES OF THE BOARD:

The following Committees constituted by the Board function according to their respective roles and defined scope:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Details of composition, terms of reference and meetings held during the year of the above Committees are given in the Corporate Governance
Report section of this Annual Report and also disclosed on the company website. All recommendations made by all the Committees have been
accepted by the Board.

BOARD DIVERSITY POLICY:

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised
a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience,
such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is
mentioned in available in the corporate governance report that forms part of this Annual Report.

PAR TICL LARS OK LOANS. GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the
Financial Statements for the year ended 31st March, 2025.

RELATED PARTY TRANSACTIONS;

During the Financial Year 2024-25, there were no related party transactions entered by our company except as disclosed in the financial
statements which were in ordinary course of business.

Particulars of arrangements w ith related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2024-25 are
given in prescribed Form AOC - 2, which is annexed as Annexure 2,

The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company’s
Website www'.armanholdines.in

AUDITORS' REPORT:

There are no qualifications, reservations, adverse remarks or disclaimer made in the Auditors' Report on die Financial Statements of the
Company for the Financial Year ended 31st March, 2025. The Auditors of the Company have not reported any fraud as specified under the
second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time
being in force.)

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2025 read with explanatory notes
thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

M/s. HRJ & Associates, Chartered Accountants (Firm Registration No. 138235W), were appointed for 5 years as the statutory auditor of the
Company in 4 I^s1 Annual general meeting till the conclusion of 46^th Annual General Meeting of the Company.

FRAUDS:

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee, under section
143(12) of the Act. any instances of fraud committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board’s Report.

SUBSIDIARIES AND JOINT VENTURES:

The Company has no Subsidiaries and Joint Venture Companies.

VIGIL MKCHAMSMAVHLSTLL BLOWER POLICY:

The Company has established a Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company's Website
w ww.armanholdings .in.

SECRETARIAL AUDIT RKPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2025 given by M/s. Binu
Singh, Practicing Company Secretaries, is annexed as Annexure 3

Pursuant to and in compliance with the provisions of regulation 24A(2) of the Listing Regulations, M/s Binu Singh, Practicing Company
Secretaries have issued Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025. Said report was presented at the
Board meeting held on May 29, 2025.

RISK MANAGEMENT

The Board of Directors have framed and regularly implement and monitor risk management plan of Company. Major risk identified by the
business and function are systematically addressed through mitigating actions on a continuing basis.

PUBLIC DEPOSITS

During the financial year 2024-25, the Company has not accepted any public deposit.

INTERNAL FINANCIAL CONTROLS:

Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business. Further,
based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review,
no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Board reviews the effectiveness of controls documented as a part of internal financial control framework and take necessary corrective and
preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level
controls, fraud risk controls and Information Technology environment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:

• in the preparation of the annual accounts for the year ended 31^s1 March 2025, the applicable accounting standards have been followed
along with proper explanations relating to material departures, if any;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March. 2025 and of the
profits of the Company for the year ended on that date;

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

• the Directors have prepared the annual accounts on a going concern basis;

• The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively and

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCI SSION AND ANALYSIS:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with regulation 34 along with Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with a certificate from the
Auditors of the Company are given separately in this Annual Report.

DISCLOSURE UNDER COMPANIES (APPOINTMENT & REMUNERATION Ol MANAGERIAL PERSONNEL) RULES. 2014:

The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are
annexed to this Report as Annexure 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNjNGS AND OUTGO:

The particulars under Section 134 of the Companies Act, 2013 read w'ith the Companies (Accounts) Rules, 2014, to the extent applicable to the
Company, is given in the prescribed format as Annexure 5.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company is available on the Company's website www.armanholdings.in and is annexed as
Annexure 6. There has been no major change in the policy since the last financial year. The remuneration paid to the Directors is as per the
terms laid out in the remuneration policy of the Company.

GENERAL:

a) Bonus issue. Buy Back, Stock options. Sweat Equity Shares, Equity with Differential Rights: None issued during the Financial Year
2024-25.

b) Employees Stock Option Scheme: The Company is not having any Employees Stock Option Scheme.

c) Material changes and commitments : There are no adverse material changes or commitments occurred after 31^s1 March 2025 which may
affect the financial position of the company or may require disclosure.

d) Sexual Harassment Laws: No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)
Act, 2013 were received during the Financial Year 2024-25;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and
Company’s operations in future: There are no significant material orders passed by the Regulators / Courts/ Tribunal which would impact
the going concern status of the Company and its future operations. Hence disclosure Hence, disclosure pursuant to Rule 8 (5) (vii) of
Companies (Accounts) Rules, 2014 is not required.

f) Proceedings initiated/ pending against Company under the Insolvency and Bankruptcy Code, 2016; There are no proceedings
initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.

LISTING AND TRADING OF SH ARES:

The Equity Shares of our Company are currently listed on BSE Limited. Further trading in Equity Share our Company is under GSM-Stage 0
category at BSE Limited. The Listing Fee for the financial year has been already paid to Stock Exchange in terms of regulation 14 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PREVENTION OF INSIDER TRADING:

The Company has Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and
the designated employees have confirmed compliance with the Code. The Code is also available on the website of the Company at
ww'w.armanholdings.in.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015 which enables the investors to make well-informed investment decisions and take a
view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Company’ s Website
www.armanholdings.in.

POLICY FOR PRESERVATION & ARCHIVAL OF DOCLMENTS:

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through
company’s website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or
information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5

years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy
basically deals with the retention and archival of corporate records. The details of the policy are posted on the Company's Website
www.armanholdings.in

DISCLOSURES:

• The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or
interest on deposits from public and/or Members were outstanding as at March 31, 2025.

• There arc no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the
Company’s operations in future.

• During the year under review, the Company has not issued any Debentures.

• No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of
financial year under review till the date of signing of Accounts.

• There is no change in the nature of business of the Company.

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

• There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016.

• During the year under review, the Company has not required take Credit Rating of Securities from any agency.

• During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

• During the year under review Company does not come under failure of implement any Corporate Action.

• During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not
issued any share by way of public issue. Right Issue, Preferential Issue etc.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment
and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments
for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us
and your co-operation & never failing support.

CAUTIONARY STATF.MENT:

Statements in the Director's Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement Important factors that could influence the Company’s operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
For Arman Holdings Limited

Sd/- Sd/-

Pradeep Kumar Jain Deepak Kumar Babel

Date: May 29,2025 Director Managing Director

Place: Surat DIN: 07284354 DIN: 05200110