Anand Rathi Share & Stock Brokers Ltd IPO

Our Company has made various private placement offers of secured redeemable unlisted nonconvertible debentures (NCDs) to a select group of persons including a qualified institutional buyer (QIB) during Fiscal 2023, Fiscal 2024, and Fiscal 2025, with each private placement offer having a distinctive international securities identification number (ISIN). Some of the initial subscribers further transferred the NCDs allotted to them within 6 months from the date of allotment of the NCDs. While the total number of the initial subscribers and / or the total number of unique NCD holders after the down-sale in respect of a private placement offer under a distinct private placement offer/ISIN did not exceed 200 unique NCD holders in any financial year, if the private placement offer/s under a distinct ISIN are clubbed together, then the aggregate number of unique NCD holders exceeded 200, which could be considered as non-compliance of the provisions of Sections 25 and section 42 of the Companies Act and applicable provisions of the Companies Act and securities laws. Our Company has filed an application u/s 454 of the Companies Act 2013 for adjudication with the RoC. Our Company has redeemed a significant amount and number of NCDs and the total number of unique NCD holders during each of the financial years across all offers / ISIN are now less than 200, and we cannot assure you about the outcome of this adjudication and/or that there will be no penalty levied on or action taken against our Company in this regard.

Our Company has received a notice from SEBI seeking a compliance report in respect of the `fit and proper' person criteria in terms of the SEBI (Intermediaries) Regulations, 2008. Any adverse order in these proceedings could have a material adverse impact on business, results of operations and financial condition.

Our Company has received a show cause notice from SEBI dated September 15, 2025 in relation to an inspection pertaining to `Cyber Security & Cyber Resilience and Framework of Technical Glitches'. Any adverse order in these proceedings could have a material adverse impact on our reputation and brand, and our financial condition.

ARCL's application for registration as commodity derivatives broker has been rejected by SEBI and it has been barred from making a fresh application seeking registration for a period of 6 months from November 29, 2022 or till acquittal of ARCL by the courts pursuant to the chargesheet filed by the EOW, whichever is earlier. Any adverse outcome in the aforesaid proceedings would have a material adverse effect on the brand and reputation of the Anand Rathi group.

We are subject to extensive statutory and regulatory requirements and supervision. Any failure to comply with applicable law or changes in the regulatory framework could result in action being initiated against us by relevant authorities which may have a material adverse impact on our business, results of operations and financial condition.

Anand Rathi Commodities Limited (ARCL), one of our Group Companies and few of its director(s) have been charge sheeted under various provisions of law. Any adverse outcome in the aforesaid proceedings would have a material adverse effect on the reputation of the Anand Rathi group and which could in turn have a material adverse impact on our business.

One of our Group Companies, Anand Rathi Commodities Limited (ARCL), and one of our Promoter, Pradeep Navaratan Gupta, amongst others have been accused and summoned for predicate offences under the Prevention of Money Laundering Act, 2002. Any adverse outcome in these proceedings would have a material adverse effect on the reputation of the Anand Rathi group and which could in turn have a material adverse impact on our business.

A Special MPID Court, Mumbai (MPID Court) has ordered issuance of summons against our Corporate Promoter and 2 of our Directors, in connection with the NSEL litigation. Any adverse outcome in the aforesaid proceedings would have a material adverse effect on the brand and reputation of the Anand Rathi group and which could in turn have a material adverse impact on our business, financial condition and results of operations.

Our Company, Promoters, Subsidiary, Directors, Key Managerial Personnel, Senior Management, and Group Companies are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, financial condition, cash flows, and results of operations.

Our Broking Segment and MTF Business contribute a substantial share of our revenue. Any reduction in our revenue from Broking Segment or from our MTF Business could have a material adverse effect on our business, results of operations, cash flows and financial condition.