Scheme of Arrangement

Date July 01, 2026 The Department of Corporate Services, Listing Department : To, To, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, PJ Towers, Dalal Street, Exchange Plaza 5th Floor, Mumbai-400001 Plot No. C/1, G-Block, Bandra Kurla Scrip Code: 511605 Complex, Bandra (E), Mumbai-400051 Symbol: ARIHANTCAP Sub: Receipt of Observation Letter with ‘No adverse observations’ from BSE Limited and ‘no-objection’ from the National Stock Exchange of India Limited for the Composite Scheme of Arrangement amongst Arihant Financial Services Limited (“AFSL” or “Transferor Company 1”) and Arihant Capital Markets Limited (“ACML” or “Transferee Company 1” or “Demerged Company”) and Arihant Elite Financial Solutions Limited (“AEFSL” or “Resulting Company” or “Transferor Company 2”) and Arihant Investment Banking Services Limited (“AIBSL” or “Transferee Company 2”) and Arihant Money Marvel Wealth Management Limited (“AMMWML” or “Transferee Company 3”) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Scheme”) Ref: Disclosure under Regulation 30 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI (LODR) Regulations” or “Listing Regulations”) Dear Sir / Madam, This is with reference to our letter dated 26 August 2025 informing about the decision of the Board of Directors of ACML approving the Scheme, subject to receipt of applicable regulatory and other approvals. In this regard, we would like to inform you that ACML has received observation letter with “no adverse observations” from BSE Limited on 25 June 2026 and observation letter with “no objection” from the National Stock Exchange of India Limited on 25 June 2026 in relation to the Scheme. The copies of the said observation letters are enclosed herewith. The said letters have also been uploaded on the website of ACML at https://www.arihantcapital.com/investor- relations/Scheme-Of-Arrangement The Scheme remains subject to applicable regulatory and other approvals. We request you to kindly take the same on your records and bring it to the notice of all concerned. TFohra Ankriihnagn yto Cua,p ital Markets Limited Mahesh Pancholi (Company Secretary) M. No. F-7143 ARIHANT CAPITAL MARKETS LIMITED (CIN: L66120MP1992PLC007182) Regd. Off.: 603, Atlantis Tower, Plot No. 13-A, Scheme no.78, Vijay Nagar, Indore 452010 Tel.: +91-731-4217100 Corp. Off.: #10 1 1 S o l i t a i r e C o r p o r a t e P a r k , B ldg. No. 10, 1st Floor, Andheri Ghatkopar Link Road, Chakala, Andheri (E) Mumbai- 400093 Email: contactus@arihantcapital.com Website: www.arihantcapital.com The Power of Vibrance DCS/ AMAL/RD/R37/ 130/2026-27 June 25, 2026 The Company Secretary, Arihant Capital Markets Limited 603, Atlantis Tower, Plot No. 13A, Scheme No. 78, Indore, Madhya Pradesh - 452 010. Dear Sir/Madam, Sub: Composite Scheme of Arrangement by Arihant Capital Markets Limited ("ACML") We refer to your application for Composite Scheme of Arrangement amongst Arihant Financial Services Limited ("AFSL" or "Transferor Company 1") and Arihant Capital Markets Limited ("ACML" or "Transferee Company 1" or "Demerged Company") and Arihant Elite Financial Solutions Limited ("AEFSL" or "Resulting Company" "Transferor Company 2") and Arihant Investment Banking Services Limited ("AIBSL" or "Transferee Company 2") and Arihant Money Marvel Wealth Management Limited ("AMMWML" or "Transferee Company 3") and their respective shareholders, under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 and 94(2) and 94A (2) of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. In this regard, SEBI vide its Letter dated June 25, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: - 1. "The proposed Scheme of Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015." 2. "The entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble National Company law Tribunal ("the NCLT") and shareholders, while seeking approval of the scheme." 3. "The entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed companies and the stock exchanges." 4. "The entity shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular(s) issued on June 20, 2023 and ensure that all the liabilities of Transferor Companies are transferred to Transferee Companies and also ensure that the liabilities of Distribution Business Undertaking, Merchant Banking Business Undertaking and NBFC Business Undertaking of Demerged Company are transferred to the Resulting Company." Page 1 of 5 Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com www.bseindia.com I Corporate Identity Number: L67120MH2005PLC155188 The Power of Vibrance 5. "The entity is advised that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable." 6. "The entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable." 7. "The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders." 8. "The entity is advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only." 9. "The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document." 10. "The entity involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s)." 11. "No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI." 12. "The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCL T and the company is obliged to bring the observations to the notice of NCLT." 13. "The entity is advised to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme." 14. "The entity is advised to ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013, to enable them to take an informed decision - a) Small explanation of the scheme. b) Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. c) Details of Registered Val [Showing first 8,000 characters — download PDF for full document]