Anand Rathi Share & Stock Brokers Ltd IPOARSSBL

The IPO opens on 23 Sept 2025 & closes on 25 Sept 2025.

Anand Rathi Share and Stock Brokers Limited was originally incorporated as Navratan Capital and Securities Private Limited', at Mumbai as a Private Limited Company on November 22, 1991. The Company got converted into a Public Limited Company and the name of the Company was changed to Navratan Capital and Securities Limited'. A fresh Certificate of Incorporation was issued by the RoC on March 21, 2007. Subsequently, the name was changed from Navratan Capital and Securities Limited' to Anand Rathi Share and Stock Brokers Limited' dated January 29, 2008 issued by the RoC to the Company. The Company is an established full-service brokerage house in India, which provide broking services, margin trading facility and distribution of financial products under the brand Anand Rathi' to a diverse set of clients across retail, high net worth individuals, ultra-high net worth individuals and institutions. It categorise services as broking services; margin trading facility; and distribution of investment products. The Company was registered as a Depository Participant with NSDL in year 2000 and further with SEBI as a Clearing Member of NSE. In 2003, it registered as Association of Mutual Funds of India (AMFI) Registered Mutual Fund Advisor with Association of Mutual Funds in India in 2003. The Company obtained the membership of BSE Limited in 2005. In 2008, it commenced currency derivatives broking, thereafter, started providing margin trade facility in 2017; commenced commodity broking business in 2018; commenced distribution of portfolio management services (PMS) in 2020; commenced providing algorithmic trading services in 2022 and was designated as a Qualified Stock Broker by SEBI in 2023. The Company is a a part of the Anand Rathi Group which carries out a diverse range of financial services business through its group companies. The broking services cater to a diverse set of clients i.e., retail, high net worth individuals, ultra-high net worth individuals and institutions across a wide array of asset classes like equity, derivatives, commodities, and currency markets. Company offer broking services through (i) own branches; (ii) Authorised Persons; and (iii) online and digital platform, and assist our clients to trade in equities in cash-delivery, cash-intraday, futures and options, commodity and currency segments. The broking services are focused on cash-delivery and cash-intra-day trading. It also provide algorithmic trading services to automate the trades in line with strategies of clients. In addition, Company also assist client in subscribing to initial public offering of equity shares of companies and also provide securities lending and borrowing services. Secondly, Company provide margin trading facility to enable clients to leverage their eligible collaterals, by funding their trading requirements in the equity cash delivery segment. The amount of funding available under margin trading facility is determined by the margin requirements set by stock exchanges, with the margin representing a portion of total trade value that client must maintain with the broker. Thirdly, it provide distribution of third party financial products such as schemes of mutual funds, alternative investment funds, structured products, corporate fixed deposits, non-convertible debentures and bonds, and distribution of portfolio management services through its relationship management team and digital platforms. The Company is planning an Initial Public Offer by raising funds aggregating upto Rs 745 Crore Equity Shares through Fresh Issue.

Anand Rathi Share & Stock Brokers Ltd IPO will close on 25 Sept 2025.

<ul><li>The highest ARPC amongst peer set.</li><li>Strategic use of MTF Business to drive higher ARPC.</li><li>Full service brokerage house with diversified revenue streams.</li><li>Pan India presence combined with robust digital capabilities for client acquisition and servicing.</li><li>Established brand with more than a 3 decade legacy backed by experienced Promoters and a strong management team.</li><li>Strong track record of financial performance and consistent growth.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Anand Nandkishore Rathi</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>2</td> <td>Pradeep Navratan Gupta</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>3</td> <td>Priti Pradeep Gupta</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>4</td> <td>Anand Rathi Financial Services</td> <td>43845408</td> <td>98.06</td> <td>43845408</td> <td>69.92</td> </tr> </tbody> </table>

<ul><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>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.</li><li>We rely heavily on our network of Authorised Persons associated with us. Loss of a significant number of Authorised Persons, or failure to expand our network of Authorised Persons may have an adverse impact on our business, results of operations and financial conditions. Further, we could be liable for the lapses of our Authorised Persons.</li><li>Any failure to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for our operations from time to time may adversely affect our business.</li><li>We rely on the Indian exchanges for a significant portion of our business, and we are registered with such exchanges and are subject to the rules and regulations framed by such exchanges. Any disruption in the functioning of the exchanges or a disruption to our connection with the exchanges or failure to comply with exchange rules and regulations could have a material adverse effect on our business and results of operations.</li><li>Our continued success and growth will be dependent on our ability to retain and grow our client base and network of Authorised Person and relationship managers. Failure to retain and augment our client base could have a material adverse effect on our business, financial condition and growth prospectus.</li><li>Certain corporate records of our Company are untraceable and our Company has inadvertently, in the past, made corporate filings with factual inaccuracies.</li><li>We are heavily reliant on our Promoters, Key Managerial Personnel, and Senior Management. Failure to retain or replace them will adversely affect our business.</li><li>We have high working capital requirements. Any failure in arranging adequate working capital for our operations may adversely affect our business, results of operations, cash flows and financial condition.</li><li>We have in the past entered into related party transactions and may continue to do so in the future, and there can be no assurance that we will not achieve more favourable terms if such transactions are not entered into with related parties.</li><li>We have availed unsecured loans including from related parties which are unsecured and may be recalled at any time. If such loans are recalled we may need to find adequate funding to replace such loans which may not be available on commercially acceptable terms or at all.</li><li>We have incurred negative net cash flows from investing activities in Fiscal 2025 and negative cash flow from operating activities in last 3 Fiscals. Negative net cash flows could have an adverse impact on our growth prospects.</li><li>ARFSL, one of our Promoters will, even after the completion of the Issue, continue to be our largest Shareholder and can influence the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.</li><li>We have incurred indebtedness including in the form of loans from banks and through the issuance of debt securities and may incur substantial additional indebtedness. Conditions and restrictions imposed on us pursuant to such indebtedness could adversely affect our ability to obtain financing in the future.</li><li>We are dependent on technology in carrying out our business activities and information technology forms an integral part of our business. Failure or inadequacies in our information technology systems may hamper our ability to compete effectively which may result in lower revenue, higher costs and would adversely affect our business and results of operations.</li><li>We could be subject to claims by clients or actions by regulators or both for alleged mis-selling. Any case of mis-selling, or fraud, could result in claims and fines against us and could have a material adverse effect on our business, financial condition, cash flows, results of operations and reputation.</li><li>We are exposed to credit risk arising out of receivables in our day-to-day operations. If these credit risks materialise it would increase the level of our non-performing assets, and expose us to significant losses.</li><li>We distribute, on a non-exclusive basis, financial products of third-party institutions including mutual funds, structure products and portfolio management services. Failure to scale up our distribution business revenue and successfully cross-sell our products could adversely affect our results of operations and growth prospects.</li><li>We operate in an intensely competitive environment and our ability to succeed and grow is dependent on our ability to effectively compete in all aspects of our business.</li><li>A significant decrease in our liquidity could negatively affect our business, in particular the Broking Segment, reduce client confidence in us and may also adversely impact our brand.</li><li>There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in payment of statutory dues by our Company in the future may result in the imposition of penalties and in turn may have an adverse effect on our Company's business, financial condition, results of operation and cash flows.</li><li>We may fail to detect money laundering and other illegal or improper activities on a timely basis, which may lead to criminal and, or, regulatory proceedings against us which could have a material adverse effect on our reputation, business operations, financial condition and results of operation.</li><li>Regulatory, legislative or self-regulatory developments regarding privacy and data security could adversely affect our ability to conduct our business and impact our financial condition. Further, we face substantial legal and operational risks in safeguarding personal information and it may not be possible to completely eliminate the risk of security breaches.</li><li>Our Corporate Promoter has pledged 29.51% of our total Equity Share Capital. If the pledge is invoked its shareholding and control over our Company could be reduced to that extent.</li><li>If research reports disseminated by us contain errors, then it could have a material adverse effect on our business, financial condition or results of operations.</li><li>We face certain risks related to our distribution business including a reduction in commission paid to us which may have an adverse effect on our business, financial condition, cash flows, results of operations and prospects.</li><li>Our financial performance is subject to interest rate risk, and an inability to manage our interest rate risk may have a material adverse effect on our business prospects, financial condition and results of operation.</li><li>Our consolidated revenue has grown significantly in the recent past, and our continued growth is dependent on our ability to effectively implement our business strategies. Any slowdown in our growth, whether in absolute terms or relative to industry trends could adversely affect our market position and a loss of our market position could adversely affect our ability to sustain our growth.</li><li>We depend on the accuracy and completeness of information about clients and counterparties for our business. Any misrepresentation, errors in or incompleteness of such information could adversely affect our business and financial performance.</li><li>Downgrading of our credit rating could adversely affect our results of operations and financial condition.</li><li>Our business is significantly linked to the strength of the Anand Rathi group brand name which we are permitted to use. Any dilution of the brand, would adversely affect our business and financial condition. Further, inability to obtain or protect our intellectual property rights may adversely affect our business.</li><li>We face various risks due to our reliance on third-party intermediaries, vendors and service providers. If these risks materialise it may result in litigation or regulatory action against us, which may have a material adverse effect on our business, reputation, financial condition and results of operations.</li><li>There are operational risks associated with our business activities which, if realised, may have a material adverse effect on our business, financial condition, cash flows, results of operations and growth prospects.</li><li>Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>We have a large pool of employees and employee benefits expense is a significant portion of our total expenses. Also, our operations could be adversely affected by strikes or increased wage demands by our employees which could adversely affect our operations and our profitability.</li><li>The average cost of acquisition of Equity Shares by our Promoters may be lower than the Issue Price.</li><li>Our Company may have issued Equity Shares during the preceding one year at a price lower than the Issue Price.</li><li>Any increase in or materialisation of our contingent liabilities could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.</li><li>If we are subject to any frauds, theft, or embezzlement by our employees, Authorised Persons or others we are associated with, it could adversely affect our reputation, results of operations, financial condition and cash flows.</li><li>Our Company has not declared dividends in the immediately preceding 3 Fiscals and the current Fiscal. We cannot assure you that our Company will be in a position to pay dividends in the future. Our Company's ability to pay dividends in the future will depend on our Company's future results of operations, financial condition, cash flows and working capital requirements.</li><li>Some of the properties from which we operate our business have been taken on leave and license basis / rent. We cannot assure you that the leave and license, and, or rent agreements will be renewed upon termination or that we will be able to obtain other premises on similar commercial terms.</li><li>Certain sections of this Red Herring Prospectus include information from the CARE Report which has been commissioned and paid for by the Company in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.</li><li>Our Promoters, Directors, Key Management Personnel and Senior Management are interested in our Company other than reimbursement of expenses or normal remuneration or benefits which may result in a conflict of interest with us.</li><li>An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.</li><li>Some of our Group Companies and some of our directors are associated with companies which operate in a similar line of business as our Company, which may lead to competition with these entities and could potentially result in a loss of business opportunity for our Company.</li><li>Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance such as EBITDA, EBITDA margin, interest coverage ratio, net debt to EBITDA ratio, return on capital employed and return on equity have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.</li><li>Some of our group companies have incurred losses in the immediately preceding 3 Fiscals.</li></ul>

The Issue type of Anand Rathi Share & Stock Brokers Ltd is Book Building.

The minimum application for shares of Anand Rathi Share & Stock Brokers Ltd is 36.

The total shares issue of Anand Rathi Share & Stock Brokers Ltd is 17995169.

Initial public offering of up to 17,995,169 equity shares of face value of Rs. 5 each (Equity Shares) of Anand Rathi Share and Stock Brokers Limited (the Company) for cash at a price of Rs. 414 per equity share (including a share premium of Rs. 409 per equity share) (Issue Price) aggregating up to Rs. 745.00 crores (Issue). The issue included a reservation of 257,069 equity shares aggregating up to Rs. 10.00 crores (Constituting 0.41% of the Post-Issue Equity Share Capital), for subscription by eligible employees (Employee Reservation Portion). The company in consultation with the brlms, offer a discount of 6.04% of the issue price (Equivalent of Rs. 25 per Equity Share) to the eligible employees bidding in the employee reservation portion (Employee Discount). The issue less the employee reservation portion is hereinafter referred to as the "Net Issue". The issue and the net issue shall constitute 28.71% and 28.3% of the post-issue paid-up equity share capital of the company, respectively. A discount of Rs. 25 per equity share is being offered to eligible employees bidding in the employee reservation portion