Your Directors are pleased to present herewith the 17^th Annual Report together with
the Audited Financial Statements and Auditors’ report thereon for the year ended
31st March, 2024.

FINANCIAL RESULTS/ STATE OF COMPANY AFFAIRS:

The Financial Results of the Company for the year ended on 31stMarch, 2024 are as
follows:-

(Amt. in Rs.)

COMPANY'S PERFORMANCE REVEIW:

The revenue from operations for Financial Year 2023-24 was Rs. 8,11,850/- over
previous year’s revenue from operations of Rs. 8,89,500 /- of previous year 2022-23

The company has incurred the Profit of Rs. 3,34,130/- in the financial year 2023-24
against the profit of Rs. 2,76,620/-of previous year 2022-23.

The earning per shares is increased to 0.04 in the year 2023-24 as compared to 2022¬
23 which was -0.03.

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 expansion 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, 2024.

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. 2,57,720/- and at the close of year was
Rs. 24,17,080/-, 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 2023-24
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.

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, 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 she was appointed as the
Additional Director and regularise as a Director in 16^th Annual general
meeting held on 30^th October, 2023.

b. Mr. Vinodray Keshavlal Kamdar was first inducted to the Board at the Board
Meeting held on 28th June 2023 and he was appointed as the Additional
Director and regularise as a Director in 16^th Annual general meeting held on
30^th October, 2023.

c. Mr. Sandip Manna was first inducted to the Board at the Board Meeting
held on 30th June 2023 and he was appointed as the Additional Director and
regularise as a Director in 16^th Annual general meeting held on 30^th October,
2023.

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.

At 16^th Annual general meeting held on 30^th October, 2023. Mr. Govindbhai
Jethabhai Tatosaniya appointed 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. Vinodray Keshavlal Kamdar (DIN: 00043309), retires by rotation at the
forthcoming Annual General Meeting and, being eligible offers himself for re¬
appointment.

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. Vinodray
Keshavlal Kamdar (DIN: 00043309) 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, 2024, 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 2024, 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:

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 in 14^th Annual General Meeting 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 and observation 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, 2024 for a period of more than six months from the
date on when they become payable as under;

(C) According to the information and explanations given to us, there
are no statutory dues of Goods and Service Tax, Provident Fund,
Employees' State Insurance, Income-tax, Sales tax, Service tax, Duty of
Customs, Value added tax, Cess or other statutory dues which have
not been deposited by the Company on account of any dispute
except for the following:..

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/

RISK MANAGEMENT:

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 2023-24 and no complaint is outstanding as on 31st March,
2024.

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:

(Rs. In Lacs)

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.

ACKNOWLED GEMENTS:

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: 06/09/2024 FOR ARIHANT INSTITUTE LIMITED

PLACE: AHMEDABAD

SD/-

SIGNATURE

SANDEEP VINODKUMAR KAMDAR
WHOLE TIME DIRECTOR & CEO
DIN: 00043214