We have audited the accompanying financial statements of Aar Shyam India Investment CompanyLimited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit& Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date,and a summary of the material accounting policies and other explanatory information (hereinafter referred toas “the financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in themanner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2025, the Loss, changes in equityand its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditingspecified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the independence requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder,and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’sCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.
Attention is drawn to Note No. 7 stating that regarding the interest free long term borrowings from PositiveView Commercial Pvt. Ltd is subject to confirmation. However, our opinion remains unmodified on thismatter, as the company has confirmed the accuracy of the balance.
Attention is invited to Note No. 33 stating no provision has been made by the management on account ofinterest on overdue amount payable to MSME’s. In the absence of reasonable estimate of interest amount andconsidering materiality thereof, our opinion is not modified with respect to this matterAttention is invited to Note No. 34, which states that The Net Owned Funds (NOF) of the Company stoodat Rs. 3.56 crore as on 31st March, 2025 and Rs. 3.73 crore as on 31st March, 2024. These amounts arenot in compliance with the minimum NOF requirement of Rs. 5 crore as prescribed under the Reserve Bankof India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023 (Reference No.BI/DoR/2023-24/106, DoR.FIN.REC.No.45/03.10.119/2023 -24).
In view of the above, the management has initiated the process of surrendering the Certificate ofRegistration (CoR) issued by the Reserve Bank of India (RBI). The shareholders of the Company, at theExtraordinary General Meeting (EGM) held on May 16, 2025, have passed a resolution approving the
surrender of the said CoR to the RBI. Accordingly, the Company is in the process of formally surrenderingthe registration.
Further, at the same EGM held on May 16, 2025, the shareholders have also approved the followingresolutions:
Alteration of the Object Clause of the Memorandum of Association (MOA) - changing the principalbusiness activity of the Company from Non-Banking Financial Company (NBFC) operations tomanufacturing activities.
Amendment to the Name Clause of the Articles of Association (AOA) - to reflect the change in the natureof business. These changes reflect the strategic decision of the management to exit the NBFC sector anddiversify into manufacturing operations.
The above matters have been appropriately disclosed in the financial statements. our opinion is not modifiedwith respect to this matterKey Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our auditof the standalone financial statements of the current period. These matters were addressed in the context ofour audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we donot provide a separate opinion on these matters. We have determined the matters described below to be thekey audit matters to be communicated in our report.
Key audit matters
How our audit addressed the key auditmatter
Revenue Recognition
Interest income is a significant component of the NBFC’srevenue and is primarily derived from loans and advancesprovided to customers. The recognition of interestincome depends on several factors, including:
Accurate recording of loan amounts and interest rates,Proper classification of assets into standard, sub¬standard, doubtful, and loss categories,
Recognition of income on accrual basis for standardassets and on a cash basis for non-performing assets(NPAs), in line with the RBI’s prudential norms.
Given the complexity, volume of transactions, and thesignificant judgment involved in applying interest rates,classification of loans, and recognition timing—particularly for NPAs—this area was identified as a keyaudit matter.
Our audit procedures included:
Evaluating the accounting policies related torevenue recognition to ensure compliance withapplicable accounting standards and RBIguidelines.
Testing the design and operating effectivenessof key controls around loan origination,system-based interest computation, andrevenue recognition.
Performing substantive analytical proceduresand recalculating interest income on a samplebasis, considering applicable interest rates andloan terms.
Assessing the classification of loan assets andverifying whether income recognition isappropriate as per the asset classification (i.e.,whether income on NPAs is recognized onlyon a receipt basis).
Checking for manual overrides in the loanmanagement system that could affect interestcomputation or recognitionReviewing the adequacy of disclosures relatedto interest income, especially income notrecognized due to NPA classification.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Board’s Reportincluding Annexures to Board’s Report, Business Responsibility Report, Corporate Governance andShareholder’s Information, but does not include the standalone financial statements and our auditor’s reportthereon.
Our opinion on the standalone financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of the financialposition, financial performance, changes in equity and cash flows of the Company in accordance withaccounting principles generally accepted in India. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the standalone financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financialstatements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scopeof our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identifiedmisstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the standalone financial statements of the current period and are therefore, thekey audit matters. We describe these matters in our auditor’s report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order, 2020(“the Order”) issued by the Central Government interms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs3 and 4 of the Order
As required by Section 143(3) of the Act, based on our audit we report that:
We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.
In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books.
The Balance Sheet, the Statement of Profit and Loss including Statement of Changes in Equity and the Statementof Cash Flow dealt with by this Report are in agreement with the relevant books of account.
In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standardspecified under Section 133 of the Act, read with Section 469 of Companies Act, 2013
On the basis of the written representations received from the directors as on March 31,2025 taken on record bythe Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as adirector in terms of Section 164 (2) of the Act.
With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls overfinancial reporting.
With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements ofsection 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remunerationpaid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information andaccording to the explanations given to us:
The Company has disclosed the impact of pending litigations, if any, on its financial position in its standalone financialstatements.
The Company has made provision, as required under the applicable law or Indian Accounting Standards, formaterial foreseeable losses, if any, on long-term contracts including derivative contracts.
There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company.
(a) The management has represented that other than those disclosed in the notes to accounts,
No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to orin any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of the Company (UltimateBeneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
No funds (which are material either individually or in the aggregate) have been received by the Companyfrom any person or entity, including foreign entity ("Funding Parties"), with the understanding, whetherrecorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and(ii) of Rule 11(e), as provided under (I) and (II) above, contain any material misstatement.
As per Management’s representation received that to the best of its knowledge and belief, the company hasnot declared or paid dividend either final or interim in nature during the year.
Based on the MCA Notification dated 24.03.2021, read together with the MCA Notification dated 31.03.2022,it is mandatory to have an audit trail feature in accounting software effective from 01.04.2025 (beginningwith FY 2025-24).
Upon examination, which included a test check, we found that the company has used accounting softwarewith an audit trail (Edit Log) feature to maintain its books of accounts. This feature has been operationalthroughout the year for all relevant transactions recorded in the software. During our audit, we did notencounter any instances of tampering with the audit trail feature
For STRG & AssociatesChartered AccountantsFRN: 014826N
Sd/-
CA Rakesh Gupta(Partner)
M No. 094040
UDIN: 25094040BMHU GR5959Place: New DelhiDate:30/05/2025