ARC Finance Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting before you the 43^rd Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The performance during the period ended 31^st March, 2025 has been as under:

Particular	2024-25	2023-24
Revenue from operations	23,29,604.08	9,23,573.48
Other Income	-	633.16
Total Income	23,29,604.08	9,24,206.64
Less: Expenditure	16,93,064.5	8,58,794.27
Profit before Interest, Depreciation and Tax	6,36,539.58	65,412.37
Less: Interest	1,68,686.48	8,546.97
Less: Depreciation & Amortisation cost	20,224.39	20,196.52
Profit before Tax	4,47,628.72	36,668.88
Less: Tax Expense:		9533.91
• Current Tax	1,16,383.47
• Deferred Tax
Net Profit after Tax	3,31,245.25	27,134.97

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ^2329.60 lacs for the year ended March 31, 2025 as against ^924.20 lacs in the
previous year. The Company made a net profit of ^331.245 lacs for the year ended March 31, 2025 as compared to the net profit
of ^27.13 lacs in the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

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

4. DIVIDEND:

The Company has not declared any Dividend during the period under review.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL

The paid-up equity capital as on March 31, 2025 was Rs. 87,15,09,623 . During the year under review there is a change in the
share capital of the Company , there was a Rights Issue of Rs. 36,65,59,623 increasing the share capital from Rs. 50,49,50,000 to
Rs. 87,15,09,623.

7. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate
section forming part of the Annual Report.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

9. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under
sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

10. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors
in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

11. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 details of which along with the roles and responsibilities of respective members have been placed on
the website of the company viz. http://arcfinance.in/policies.html as "Committees of Board of Directors"

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the FY and the date of this Report.

13. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2025 will be available on the website of the Company at
http://arcfinance.in/corp.html

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation
programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the
new Directors with the Company''s business operations. The Directors are given an orientation on the products of the
business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management
strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

15. DIRECTORS AND KEY MANANGERIAL PERSONNEL

Since April 1, 2024 till the date of this Report, the following changes took place in the Board of Directors and the Key Managerial
Personnel (in the order of their occurrence):

(a) Mrs. Neha Gandhi was appointed as the Company Secretary of the Company w.e.f. 10^th February, 2024. Further, she has
resigned from the Company w.e.f. 26^th April, 2024.

(b) Mrs. Sweety Agarwal was appointed as the Company Secretary of the Company w.e.f. 2^nd September, 2024.

(c) Mr. Surojit Sarkar, Executive Director of the Company has resigned from the Company w.e.f. 11^th March, 2025.

(d) Mrs. Shikha Singhal was appointed as an Additional Director w.e.f. 11^th March, 2025. Thereafter, her appointment will be
approved in the Annual General Meeting held on 20^th September,2025.

16. BOARD MEETINGS:

The Company held nine meetings of its Board of Directors during the year on April 26, 2024, May 29, 2024, August 13, 2024,
September 2, 2024 , October 4, 2024, October 17, 2024, February 10, 2025, March 8, 2025 and March 11, 2025.

17. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors,
and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As
part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by
the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non¬
Independent Directors was done by the Board excluding the Director being evaluated.

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

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee,
Stakeholders'' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the
performance evaluation of all the individual directors including the Chairman of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under.
Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

19. AUDITORS:

i. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014,
(including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. SSRV & Associates,
Chartered Accountants, Mumbai with Firm Registration Number 135901W were appointed as the Statutory Auditors of the
Company at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. SSRV & Associates,
Chartered Accountants, to hold office of Statutory Auditor for the period of 5 years till the conclusion of Annual Meeting of the
Company to be held in the year 2027.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhil Agarwal, Company Secretary in Practice (CP No.
16313), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is
annexed herewith as "Annexure A".

iii. Cost Auditor:

Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of
the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. O P Khajanchi & Co, Chartered Accountants,
Kolkata as the Internal Auditors of the Company for the financial year 2024-25.

20. AUDITOR''S REPORT:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 202 5 and has
noted that the same does not have any reservation or adverse remarks.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204
of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the
provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

22. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of
the Company at http://arcfinance.in/policies.html .

23. INTERNAL CONTROL SYSYEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work
includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems
and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no
reportable weakness in the design or operation was observed.

24. RISK ASSESSMENT AND MANAGEMENT:

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

25. LISTING WITH STOCK EXCHANGES:

ARC Finance Limited continues to be listed on BSE Limited & CSE Limited. It has paid the Annual Listing Fees for the year 2025-26
to BSE Limited.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to
Meetings of the Board of Directors and General Meetings.

27. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website
http://arcfinance.in/policies.html .

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

The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Our Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever
possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the Financial Year, no Guarantees given by the company under section 186 of the Companies Act, 2013. Details of Loans
and investments, outstanding as on 31^st March, 2025 are given in the notes to the financial statements.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the
year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions

are p laced before the Audit Committee and Board for review and approval, if required. The details of the related party
transactions are set out in Note to the financial statements forming part of this Annual Report.

31. DEPOSITS:

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

32. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the
company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may
be accessed on the Company''s website at www.arcfinance.in

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review, there were 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.

34. HUMAN RESOURCES:

Our Company has established an organization structure that is agile and focused on delivering business results. With regular
communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right
information on business evolution.

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

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

0 No. of complaints received: Nil

0 No. ofcomplaints disposed off: Nil

36. CORPORATE GOVERNANCE:

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

37. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

(a) In the 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 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(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.

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

38. CAUTIONARY STATEMENTS:

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

39. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Date: 26.08.2025 ARC Finance Limited

Place: Kolkata

Sd/- Sd/-

Virendra Kumar Soni Somnath Chitrakar

Managing Director & Executive Director Executive Director

DIN No. 08554333 Din No. 09678491

---

Mar 31, 2024

The D.rectors have pleasure in presenting before you the 42nd Annual Report of the Company together with the Audited Statements ot Accounts tor the year ended 31st March, 3024.

1 FINANCIAL PERFORMANCE OF THE COMPANY

The performance during the period ended 31-- March, 2024 has hnen as under:

			Rs. hi Hundred)
	Particular	2023-24	2022-23
	Revenue from operations	9,23,573.43	6,91,601.64
	Other Income	633,1.6	-
	Total Income	9,24,205.54	6,91,601.64
	Less: Expenditure	8,58,794.27	5,08,520.18
	Profit before Interest, Depredation and Tax	65,412.37	1,83,031.46
	Less: Interest	3,546,97	1,31,603.42
	Less: Depreciation & Amortisation cost	20,196.52	7,252.02
	Profit before Tax	36,658.88	44,226.02
	Less: Tax Expense: * Current Tax * Deferred Tax	9533.51	11,498.30
	Net Profit after Tax	27,134.97	32,727.22

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ^ 924.21 lacs for the year ended March 31, 2024 as against ^ 591.60 lacs in the previous year, The Company made a net profit of 3.7.13 lacs for the year ended March 31, 7Q24 as compared to the net profit of ^ 32.73 lacs in the previous year,

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Hoard -has decided not to transfer any amount to the Reserves for the year under review.

4. DIVIDEND:

The Company has not declared any Dividend during the period under review,

b, tfiansfer of unpaid and unclaimed dividends to investor education and protection fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEPF).

6. SHARE CAPITAL

I he paid-up equity capital as on March 31, 2024 was Rs. 50,45150, DUO. During the year under review there is no change in share capital of me Company,

7. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Disc-ussion and Analysis Repo-tfor the year under review, n terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [the "Lasting Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations''), is presented in a separate section forming part of the Annual Report.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature oT business of the Company during the FY under review.

9 FRAUD REPORTING

I here have been nu frauds reported by the Aucktors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 ot the Companies Act, 2013 during the financial year.

ID. DISCLOSURES BY DIRECTORS

The Board uT D recLors have submitted notice or interest in Form MBP 1 under Section 1S4(1) as well as intimation by directors in Form DIR 3 under Section 164(2) and declarations as to comoifancc with the Code of Conduct of the Company.

11, REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Pulicy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODft) Regulations, 2015 details oT which along with tire roles and responsibilities of respective members have been placed on the website of the com party viz. httpV/n mfi nance. m/poii cies.htm- as ''¦''Committees of Board of Directors"

12. MATERIAL CHANGES AND COMMITMENTS

There have been no materul changes and commitments, which affect the Financial position of the Company which have occurred between the end of the FY and the date of this Report.

13 EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024 will be available on tine website of the Company at http:.''''7arcfinance.in7corn.htm I .

14, FAMILIARISATION PROGRAMME FOR DIRECTORS

Asa practice, all Directors (including Independent Directors) inducted to the Board go Through a structured orientation programme. Presentations are made by Senior Management giving an overview or tire operations, to familiarise Lhe new D''rcetors with the Company''s business operations The Directors are given an orientation on the products of the business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy or lhe Company.

During the year under -eview, no now Independent Directors were inducted to the Board.

15 DIRECTORS AND KEY MANANGERIAL PERSONNEL

Since- April 1, 2023 til trie date of this Report, tine following changes took place in the Board of Directors and the Key Managerial Personnel (in the order of their occurrence):

(a) Mr. Ruhit Jain, Company Secretary of the Company has resigned From the Company w.e.f. OS^71- September,. 2023.

(h) Mr. Dinesh Agarwal, Executive Director & CFO of the Company hoc resigned from the Company w.e.f. 05''¹'' September, 2023. (c} Mr. Son-math Chitmkar was appointed as Chief Financial Officer of the Company w.e.f. 05-^h Septombnr, 2023.

(dj Mr. Surojit Sarkar was appointed as an Additional Director w.e.f. S''¹'' September, 2023. Thereafter; his appointment was approved in the Annual General Meeting w.e.f. 30^th September, 2023.

(e) The Company has approved t.he Change in Designation of Mr. Vi rand ra Kumar Sonf from Executive! Director to Whole Time Director w.e.F 05th September, 2023, The-oafler, his appointment was i^fjuiarTied in the Annual Genera! Meeting w.e.f. 30^:i September, 2023. Farther, there was change in Designation o) Mr. Vireruka Kumar Soni from Whole Time Director to Managing Director w.e.f. Q9^lh November, 2023 subject to approval of Shareholders in the Annual General Meeting.

(f) Mrs. Noha Gandhi was appointed as the Company Secretary of the Company w.e.f IQ¹¹'' February, 2024. Further, she has resigned from the Company w.e.i. 26^{L |} April, 2024.

(fit M rs. Sweety Agarwal was appointed as the Company Secretary at the Company w.e.f. 2’"’ September, 2024

16, BOARD MEETINGS:

The Company held five meetings of its Board of Directors during the year on May 29, 2023, August 11, 2023, September 5, 2023, November 09. 2023, and February 10, 2024.

17, BOARD EVALUATION:

Your Board nas devised an Evaluation Policy fo-¹ evaluating tho performance of the Board, its Committees, Executive Directors, and Independem Directors Based on the same, the performance was evaluated fur the finartefa year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman arid the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non independent Directors was done by the Board excluding the Direr tor being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Beard effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time com miiment, and relationship with the stakeholders, corporate governance practices, contribution t>i the committees to the Roard in discharging its functions etc-

Thc Board carried out forma! annua! evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Comm''tree [NJLQ.The P-oard also carried out the performance evaluation of all the individual directors including, the Chairman of the Company.

IS CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

IB, AUDITORS:

i. Statutory Auditors:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014. (including any re-enactment or modification toereto), and such other applicable provsions, if any, M/s. SSRV & Associates, Chartered Accountants, Mumhai wito Firm Registration Number 1.15 901W were appointed as too Statutory Auditors of the Company at a remuneration as may be mutually agreed to, between the Eiuard or Directors and M/s. SSRV & Associates, Chartered Accountants, to hold office of Statu tory Auditor for toe period of 5 years till the conclusion of Annual Meeting of the Company to bo held in the year 2027.

i!. Secretarial Auditor:

Pursuant to thr> provisions of Snctmn 204 of the Companies Act, 2G13 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, Lhe Company has appointed Mr. Akhil AgarwaL Company Secretary in Practice (CP No. iBiJlb), to undertake the iecretaria^: Audit of the Company for the F.V, 2023-24. ihe Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure A",

iii. Cost Auditor:

Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.

iv. internal Auditor;

The Board of Directors, based ar\ the recommendntion of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. O P Khajanchl & Co, Chartered Accountants, Koikata as the Internal Auditors of the Company for the financial year 2023-24.

20 AUDITOR''S REPORT:

(a| Statutory Auditors Report;

lhe Board has duly reviewed the itatatory Auditor''s Report on the Accounts for the year ended March 31, 2U24 and has noted that the same does not have any reservation or adverse remarks.

(b) Secretarial Audit Report;

The Board has duly revrewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 oi the Companies Aci 2013, and Lhe same does not have any reservation, qualifications or adverse remarks.

21 PARTICULARS OF EMPLOYEES AMD REMUNERATION

Ouring the period under review, no employee of the Company drew remuneration n excess of t.he limits specified under the provisions of section 13/(12) of thie Companies Act, 2U13 read ''with Rules S(2) and b{3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2D14 and hence nn disclosure is required to he made in the Annual Report.

22. VIGIL MECHANISM;

In pursuance of the provisions of section 172(3) Si (10) of the Companies Act, 2013, a Vigil Mechanism For Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded cm the website of The Company at htt.o;/,^/arcfinani:n.in/pnlicios.hrml.

23. INTERNAL CONTROL 5Y5YEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safesuard-ng the assets of the Company, review of operational efficiency, effectiveness of systems and processes. and assessing t.he internal control strengths in alt arees. Dyeing the year, such controls were tested and no reportable weakness in the design or operation was observed.

24. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been un a continuous basis reviewing anti streamlining its various operat onal and business risks involved in its business as part uf its risk management policy. Your Company also takes aii efforts to train its employees from time to time to handle and minimize those risks.

25. LISTING WITH STOCK EXCHANGES:

ARC Finance Limited continues to be iistod on BSE Limited & CSE Limited. It nos paid the Annual Listing Fees for rhe year 2024 25 to BSE Limited.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company Is complying with the Secreta''r al Standards issued by the Institute ol Company Secretaries of India wiln respecL 1u Meetings of the Board of Directors and General Meeting-

27 policies and DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2012 the Company lias adopted policies which are available on its website httpjj''j jref nan~=.jnj/pgjkies.html.

28. CONSERVATION OF EN ERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per rule 8(3) of Lire companies (Accounts) Rules, 20i4 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations arc not energy intensive. Adequate measures have been taken to conserve energy wherevei possible by using energy efficient computers and purchase of energy efficient equipment

B. Technology Absorption:

1, Research and Development (R&P): NIL

2. Technology absorption, adoption and innovation: Nil.

C. Foreign Exchange Earnings and Out Go:

Foreign Fxchange Farnings; Nil.

Foreign Exchange Outgo; NIL

29 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the Financial Year, no Guarantees given by the company under section 1S6 of the Companies Act, 2012. Details of Loans ond investments, outstanding as on 31''^f March, 2024 are given in the notes to the financial statements.

30, PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company durhg tine financial year with rested parties were in the ordinary course ol business and on an arm''s ^ngth basis. Thus, Disclosure in form AOC-? is not required, Further, during rhe year, the Company had not entered into any contract / arrangement /transaction with related parties which could b-e

considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions arc oiaced before the Audit Committee and Board for -eview and approval, if required. The details of the re ated party transactions are set out in Note to the financial statements Forming part oT this Annual Report.

31. DEPOSITS:

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

32. RELATED PARTY TRANSACTIONS:

All contraets/arrangements/transactions entered by ttre Company during the financial year with related parties were Fn the ordinary course of business and on arm''s length basis, During the year,, the Company had not entered into any co ntract/arrangemcnt/t runs action with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions,

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.arcfinance.in

33 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period unde^r review, there were no significant and material orders passed by the regulators or Courts or tribunes impacting the going concern status and the company''s operations in future

34, HUMAN RESOURCES:

Your Company aas established an organizat on structure that is sgiie and focused on delivering business results. Wrth regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRES5AL) ACT, 2013.

The Company iias a polity oT zero Loleramce Tor sexual harassment at workplace in line wilh Ihe provisions of the Sexual Harassment of Women al Workplace (Prevention, Proh''bition and Redressal} Act, 2013 and tho Rules thorn under.

The following isthe summary of sexual harassment complaints received and disposed during ihe calendar year.

I? No.ofcom plaints received: Nil

P No. ofcomplaint.s disposed off: Nil

3b. CORPORATE GOVERNANCE:

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

37. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of die Companies Act, 2C13, the Board or Directors, to the best or Lheir knowledge and ability, confirm that;

(iJ J In the preparation oF trie 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 tine state of affairs of the company at the end of the financial year and of the profit 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;

(dj The Directors had prepared theannualsccauntsan a going concern basis; and

(e) The Directors had laid down internal financial controls to he foltowed by the company and that such internal Financial controls are adequate and were operating effectively.

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

38. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute Tor ward looking statements'' within the meaning or applicable taws arid regulations. Actual results might dilfer materially from those either expressed or implied in the >tatemem depending on The circumstances,

39 ACKNOWLEDGEMENTS;

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