Your Directors are pleased to present herewith the 16thANNUAL REPORT together with the Audited Financial Statements and Auditors’ report thereon for the year ended 31st March, 2023.

FINANCIAL RESULTS/ STATE OF COMPANY AFFAIRS:

The Financial Results of the Company for the year ended on 31stMarch, 2023 are as follows:-

COMPANY'S PERFORMANCE REVEIW:

The revenue from operations for Financial Year 2022-23 was Rs. 8,89,500 over previous year’s revenue from operations of Rs. 1,46,262/- of previous year 2021-22

The company has incurred the Profit of Rs. 2,76,620/- in the financial year 2021-22 against the profit of Rs. -12,13,302/-of previous year 2021-22.

The earning per shares is increased to 0.03 in the year 2022-23 as compared to 202122 which was -0.13.

The company is projecting better performance in upcoming years.

CONSOLIDATED FINANCIAL RESULTS:

The company does not have any subsidiary within the meaning of the Companies Act, 2013. So consolidated financial results are not applicable.

DIVIDEND:

Due to loss of the Company, your directors do not recommend any payment of dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/ unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES:

The board does not proposed any amount to carry to any specific reserves.

DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31^stMarch, 2023.

LOANS FROM DIRECTOR/RELATIVE OF DIRECTOR:

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. 10,26,738/- and at the close of year was Rs. 2,57,720/-, so the company has not accepted any loans or advances from the Directors or the relative of the directors of the Company.

LOANS, GUARANTEES & INVESTMENTS U/S 186:

Particulars of loans given and of the investments made by the Company, if any during the year under review are as mentioned in the Notes forming part of the Financial Statements.

It is hereby stated that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) 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 at the end of the financial year and of the Profit of the Company for that period.

(c) The Directors have 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 have prepared the annual accounts ongoing 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.

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

LISTING OF SHARES:

On 5^th May, 2018, 94,05,006 Equity Shares of Rs.10/- each has been listed on the BSE SME( Small and Medium Exchange).

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on date of this report, the Company has two Non-Executive Independent Directors in line with the Companies Act, 2013.

A separate meeting of Independent Directors was held in the financial year 2022-23 to review the performance of Non- Independent Directors and Board as whole and of the chairman and assess the quality, quantity and timeliness of flow of information between Company Management and Board. The terms and conditions of appointment of Independent Directors and Familiarization program for Independent

Director are incorporated on the website of the Company at www.arihantinstitute.com.

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

SHARE CAPITAL:

The Authorised share capital of the company is 9,50,00,000/- and the paid up share capital of the company is 9,40,50,060/- During the year under review, there is no change in the capital structure of the company.

The company has not issued any equity shares with differential rights, sweat equity shares, employee stock option and did not purchase its own shares. Hence, there is no information to be provided as required under various provisions of Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of the Companies Act, 2013.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

REGISTERD OFFICE OF THE COMPANY

During under the review Company has shift the Registered Office of the Company from 201,202, Ratna High Street, Naranpura Crossroad, Naranpura, Ahmedabad 380013 to Office No- S.F.221, Binali, Opp. Torrent Power Limited, Sola Road, Naranpura, Ahmedabad 380013 which falls within the local limits of the city of Ahmedabad with effect from 01^st Day of March, 2023.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in the nature of business of your Company.

During the year under review, on 16^th May, 2022 January, Ms. Sanchita Ojha has resigned from the post of the Company Secretary and Compliance officer of the company.

Mr. Vinodbhai Chimanlal Shah (DIN: 08033798) has been expired on 09/12/2022 The Board and The Company expressed their sincere condolences and appreciation for the service provided by Mr . Vinodbhai Chimanlal Shah during his Directorship.

After the closure of year and before reporting date following Director has been appointed are as under

a. Mrs. Anjali Sandipkumar Kamdar was first inducted to the Board at the Board Meeting held on 28th June 2023 and in the same meeting he was appointed as the Additional Director.

b. Mr. Vinodray Keshavlal Kamdar was first inducted to the Board at the Board Meeting held on 28th June 2023 and in the same meeting he was appointed as the Additional Director.

c. Mr. Sandip Manna was first inducted to the Board at the Board Meeting held on 30th June 2023 and in the same meeting he was appointed as the Additional Director.

d. Mr. Govindbhai Jethabhai Tatosaniya (DIN: 03589232) was appointed as an Additional Director of the company on 28^th June 2023 in terms of Section 161 (1) of the Companies Act, 2013 in the category of ‘Non-Executive Independent’ in terms of the Companies Act, 2013.

it is proposed that approval of the shareholders be accorded for the appointment of Mr. Govindbhai Jethabhai Tatosaniya as ‘Non-executive Independent Director for a term up to 5 (five) consecutive years commencing from 28^th June 2023 to 27^th June 2028.

A notice has been received from a member signifying his intention to propose appointment all abovementioned as a director.

The company has received declarations from their directors that none of them is disqualified u/s 164 (2).

Apart from this, there is not any change in director and key managerial personnel.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and AOA, Mr. Sandip Vinodkumar Kamdar (DIN: 00043214), retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for reappointment.

The Board recommends his re-appointment for the consideration to the Members for their approval at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM. A brief profile of , Mr. Sandip Vinodkumar Kamdar (DIN: 00043214 has also been provided therein.

DETAILS OF BOARD MEETINGS:

During the year under review, the Board of Directors met 5 times and an intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The details of dates of meeting and attendance of directors in such meetings is enclosed herewith as an Annexure: 1.

COMMITTEE OF THE BOARD AND THEIR MEETINGS:

As on 31^stMarch, 2023, the Board had Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Stakeholder’s Relationship Committee and Internal Complaints Committee. Full details of the constitution of such committees and meeting held of such committee during the financial year is annexed herewith as an Annexure: 2.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the Annual Return of the Company as on 31^st March 2023, will be made available on the Company’s website and can be accessed at www.arihantinstitute.comafter the ensuing Annual General Meeting of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the requirements of the Companies Act, 2013 and in accordance with the policy laid down by the Nomination and Remuneration Committee (NRC), as approved by the Board of Directors, the Board has carried out an annual evaluation of its performance, its Committees and all individual directors. In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman & Managing Director was evaluated.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no related party transactions made by the Company during the year under review as described under Section 188( 1) of the Companies Act, 2013.

STATUTORY AUDITORS:

During the under review and the Extra-Ordinary General Meeting of the members of the company held on 29^th October, 2021, M/s. Devadiya & Associates, Chartered Accountants, (Firm Registration No.: 0123045W) is appointed as the Statutory Auditor of the Company for the Financial year 2020-21 to fillup the casual vacancy caused due to resignation M/s. NGST & Associates, Chartered Accountant, FRN: 135159W, who will hold office until the conclusion of 14^th Annual General Meeting. M/s. Devadiya & Associates is eligible to be reappointed as a Statutory Auditor of the company for the period of 5 years.

M/s. Devadiya & Associates Chartered Accountants, a statutory auditor of the Company, having registration number FRN No. 0123045W was appointed as a Statutory Auditor of the company for the period of five years from 01.04.2021 to 31.03.2025.

SECRETARIAL AUDIT:

As per Section 204 of the Companies Act, 2013, every listed company and Unlisted Public Company having paid up share capital of Rupees Fifty Crore or more or Turnover of Rupees Two Fifty Crore or more is required to annex a Secretarial Audit Report with its Board Report, given by A Practicing Company Secretary.

The secretarial audit report from the Practicing Company Secretary is attached herewith as Annexure: 3.

COST AUDIT:

The provisions of section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company.

OBSERVATION BY STATUTORY AUDITOR:

The Auditors’ Report to the members for the year under review does not contain any qualification except point 07 i.e statutory dues of CARO Report, i.e

(a)According to information and explanations given to us and on the basis of our examination of the books of accounts and records, the Company is not regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax,

Sales tax, Service Tax, GST, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities.

(b)According to the information and explanations given to us, undisputed amounts payable in respect of the above were in arrears as at March 31, 2022 for a period of more than six months from the date on when they become payable as under;

(C)According to the information and explanation given to us, there are no dues of sales tax, service tax, GST, Duty of customs, duty of excise, value added tax, outstanding on account of any dispute.

Director Comment's towards Auditor Remark's

During the year under review company was facing financial issues due lot of outstanding dues pending form various government departments, due to that reason company was not able to clear it statutory dues, now company position is sound and has cleared most of its dues.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Financial Control function is well defined.

REMUNERTION POLICY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015, the policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website at the following link:Link: http://arihantinstitute.com/policies/

The Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth.

The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operation.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed herewith as an Annexure: 4 and forms part of this Director’s Report.

PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

Details as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement showing the name of the employees drawing remuneration in excess of the limits set out in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-5.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having minimum threshold limit of net worth, turnover or net profit as prescribed. Since the company does not meet any one of these criterion, it remains outside the purview of Section 135 and consequently the reporting requirements there under do not at present apply to us.

VIGIL MECHANISM

Your Company has formulated a vigil mechanism to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company’s code of conduct or ethics policy. The policy on Vigil Mechanism is uploaded on the website of the Company at following link: http://arihantinstitute.com/policies/.

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

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

The company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Any complaint/ grievances from women employees are reported to Chairman. All employees (Permanent, contractual, temporary, trainees) are covered under the policy. There was no complaints received from any employee during the financial year 2021-22 and no complaint is outstanding as on 31st March, 2023.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated hereunder:-

Conservation of Energy:

1. The steps taken or impact on conservation of energy:-

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

Company has not taken any step forutilizing alternate sources of energy.

3. The capital investment on energy conservation equipments.

Company has not made any capital investment on energy conservation equipments.

Technology Absorption

Company has not imported any technology and hence there is nothing to be reported here.

Foreign Exchange Earning and Outgo:

The details of Foreign exchange Earnings and outgo during the year are as follows:

CAUTIONARY STATEMENT:

Statements in the Board’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.

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks/ Financial Institutions and other stakeholders. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forward to their continued support in future.

DATE: 09/10/2023 FOR ARIHANT INSTITUTE LIMITED

PLACE: AHMEDABAD

SD/-

SIGNATURE

SANDEEP VINODKUMAR KAMDAR WHOLE TIME DIRECTOR & CEO DIN: 00043214