| 108 Annual Report | 2024-2025 ANNEXURE - II Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, AROHAN FINANCIAL SERVICES LIMITED PTI Building, 4th Floor, DP-9, Sector-5, Salt Lake, Parganas North Kolkata -700091 We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by AROHAN FINANCIAL SERVICES LIMITED (CIN: U74140WB1991PLC053189) (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Arohan Financial Services Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (‘Audit Period’) has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by Arohan Financial Services Limited for the Financial Year ended on March 31, 2025 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the Rules made thereunder; 2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws Framed thereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent applicable; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; Not Applicable (d) The Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations,2021; Not Applicable (e) The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021 to the extent applicable; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent applicable; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,2018; Not Applicable (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, and amendments from time to time to the extent applicable; (j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 to the extent applicable; Annexures to Director’s Report
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