Anand Rathi Share & Stock Brokers Ltd IPO

The highest ARPC amongst peer set.

Strategic use of MTF Business to drive higher ARPC.

Full service brokerage house with diversified revenue streams.

Pan India presence combined with robust digital capabilities for client acquisition and servicing.

Established brand with more than a 3 decade legacy backed by experienced Promoters and a strongmanagement team.

Strong track record of financial performance and consistent growth.

Our Company has made various private placement offers of secured redeemable unlisted nonconvertibledebentures (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 adistinctive international securities identification number (ISIN). Some of the initial subscribersfurther 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 holdersafter the down-sale in respect of a private placement offer under a distinct private placementoffer/ISIN did not exceed 200 unique NCD holders in any financial year, if the private placementoffer/s under a distinct ISIN are clubbed together, then the aggregate number of unique NCD holdersexceeded 200, which could be considered as non-compliance of the provisions of Sections 25 andsection 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 theRoC. Our Company has redeemed a significant amount and number of NCDs and the total number ofunique 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 penaltylevied 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 andproper person criteria in terms of the SEBI (Intermediaries) Regulations, 2008. Any adverse order inthese proceedings could have a material adverse impact on business, results of operations andfinancial condition.

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

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

We are subject to extensive statutory and regulatory requirements and supervision. Any failure tocomply with applicable law or changes in the regulatory framework could result in action beinginitiated 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 aforesaidproceedings would have a material adverse effect on the reputation of the Anand Rathi group andwhich 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 offencesunder the Prevention of Money Laundering Act, 2002. Any adverse outcome in these proceedingswould have a material adverse effect on the reputation of the Anand Rathi group and which could inturn have a material adverse impact on our business.

A Special MPID Court, Mumbai (MPID Court) has ordered issuance of summons against ourCorporate Promoter and 2 of our Directors, in connection with the NSEL litigation. Any adverseoutcome in the aforesaid proceedings would have a material adverse effect on the brand and reputationof 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 decisionin such proceedings may have a material adverse effect on our business, financial condition, cashflows, and results of operations.

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