We have audited accompanying standalone financialstatements of Aarvi Encon Limited (the “company”),which comprise the standalone Balance Sheet as at March31, 2026, the standalone Statement of Profit and Loss,including the statement of Other Comprehensive Income,the standalone statement of Cash Flow Statement andthe standalone Statement of Changes in Equity for theyear then ended, and notes to the Standalone FinancialStatements, including a summary of significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required bythe Companies Act, 2013, as amended (“the Act”) inthe manner so required and give a true and fair viewin conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company asat March 31,2026, its profit including other comprehensiveincome, its cash flows and the changes in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standardson Auditing (SAs) as specified under section 143(10) ofthe Companies Act, 2013. Our responsibilities underthose Standards are further described in the Auditor’sResponsibilities for the Audit of the standalone FinancialStatements sections of our report. We are independentof the Company in accordance with the “Code of Ethics”issued by the Institute of Chartered Accountants of India(“ICAI”) together with the ethical requirements that arerelevant to our audit of the standalone financial statementsunder the provisions of the Act and Rules thereunder,and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basisfor our opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thefinancial statement of the current period. These matterswere addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon,and we do not provide a separate opinion on these matters.We have determined the matters described below to bethe key audit matters to be communicated in our report.
Key Audit Matter
Auditor’s Responses
1. Revenue Recognition
The Company’s contracts with customers include contractswith multiple services. The Company derives revenuesfrom manpower supply and related services. The Invoicingfor these services is either based on cost plus a servicefee or fixed fee model. The Company’s invoicing cycle ison contractual basis and recognized as receivables basedon customer acceptances for delivery of work/attendanceof resources. Revenue for the post billing period isrecognized as unbilled revenues. Unbilled revenues areinvoiced subsequent to the year-end based on customeracceptances. The Company assesses the servicespromised in a contract and identifies distinct performanceobligations in the contract. Identification of distinctperformance obligations to determine the deliverables andthe ability of the customer to benefit independently fromsuch deliverables involves significant judgement.
As certain contracts with customers involve management’sjudgment in (1) identifying distinct performanceobligations, (2) determining whether the Company isacting as a principal or an agent, revenue recognition fromthese judgments were identified as a key audit matter andrequired a higher extent of audit effort.
Principal Audit Procedures
Our audit procedures related to the (1) identification ofdistinct performance obligations, (2) determination ofwhether the Company is acting as a principal or agentincluded the following among others:
• We tested the effectiveness of controls relating to the-
(a) identification of distinct performance obligations,
(b) determination of whether the Company is actingas a principal or an agent and
• We selected a sample of contracts with customersand performed the following procedures:
- Obtained and read contract documents for eachselection, including master service agreements, andother documents that were part of the agreement.
- Identified significant terms and deliverables in thecontract to assess management’s conclusionsregarding the- (i) identification of distinct performanceobligations (ii) whether the Company is acting as aprincipal or an agent.
2. Completeness and Accuracy of Payroll Expenses
Payroll constitutes the largest operational expense.The sheer scale and volume of transactions, includingcontractual and temporary workers, create a risk ofcalculation errors, or incorrect statutory deductions. Also,during the year under review the company migrated theirpayroll processing platform to integrate it with the billingprocess which raised the risk of calculation errors.
Obtained sample of appointment letters of thoseemployees joined during the year under review payrollrecords and verified attendance systems, recalculatedwage and statutory deductions, and investigated unusualpayroll spikes.
Information Other than the Standalone FinancialStatements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for thepreparation of the other information. The other informationcomprises the information included in the ManagementDiscussion and Analysis, Board’s Report includingAnnexures to Board’s Report, Business ResponsibilityReport, Corporate Governance and Shareholder’sInformation, but does not include the consolidatedfinancial statements, standalone financial statementsand our auditor’s report thereon. The Annual report isexpected to be made available to us after the date of thisAuditor’s Report.
Our opinion on the standalone financial statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation identified above when it becomes availableand, in doing so, consider whether the other informationis materially inconsistent with the standalone financialstatements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information,we are required to report that fact. We have nothing toreport in this regard.
Management’s Responsibility for the FinancialStatements
The management and Board of Directors of the Companyare responsible for the matters stated in section 134(5)of the Companies Act, 2013 (“the Act”) with respect tothe preparation and presentation of these standalonefinancial statements that give a true and fair view ofthe financial position, financial performance includingother comprehensive income, cash flows and changesin equity of the Company in accordance with theaccounting principles generally accepted in India,including the Accounting Standards specified underSection 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. Thisresponsibility includes the maintenance of adequateaccounting records in accordance with the provision ofthe Act for safeguarding of the assets of the Companyand for preventing and detecting the frauds and otherirregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of internal financial control, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the financial statements, management isresponsible for assessing the company’s ability to continueas a going concern, disclosing, as applicable, mattersrelated to going concern basis of accounting unlessmanagement either intends to liquidate the Company or tocease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible foroverseeing the Company’s financial reporting process.
Auditors’ Responsibility
Our responsibility is to express an opinion on thesestandalone financial statements based on our audit.
Our objectives are to obtain reasonable assurance aboutwhether the Financial Statements as a whole are freefrom material misstatement, whether due to fraud or error,and to issue an auditor’s report that includes our opinion.Reasonable assurance is a high level of assurance, butis not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error andare considered material if, individually or in aggregate,they could reasonably be expected to influence theeconomic decisions of users taken on the basis of theseFinancial Statements.
As a part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the Standalone Financial Statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or override of internal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. Under Section143(3)(i) of the Act, we are Company has adequateinternal financial controls with reference to financialstatements in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by Management andBoard of Directors.
• Conclude on the appropriateness of management’suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany’s ability to continue as a going concern,If we conclude that a material uncertainty exists, weare required to draw attention in our auditor’s reportto the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor’sreport. However, future events or conditions maycause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure andcontent of the Financial Statements, including thedisclosures, and whether the Financial Statements,including the disclosure, and whether the FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in theStandalone Financial Statement that, individually or inaggregate, makes it probable that the economic decisionsof a reasonably knowledgeable user of the StandaloneFinancial Statements may be influenced. We considerquantitative materiality and qualitative factors (i) inplanning the scope of our audit work and in evaluatingthe results of our work; and (ii) to evaluate the effect ofany identified misstatements in the Standalone FinancialStatements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governancewith a statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the Standalone FinancialStatements for the financial year ended March 31, 2026and are therefore the key audit matters. We describe thesematters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a mattershould not be communicated in our report because theadverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
We conducted our audit in accordance with the Standardson Auditing specified under section 143(10) of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.
An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditor’s judgment, including the assessmentof the risks of material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparationof the financial statements that give true and fair view,in order to design audit procedures that are appropriatein the circumstances, An audit also includes evaluatingthe appropriateness of accounting policies used andthe reasonableness of the accounting estimates madeby Company’s management and Board of Directors, aswell as evaluating the overall presentation of the financialstatements.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report)order, 2020 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) ofSection 143 of the Act, we give in the Annexure 1,a statement on the matters specified in paragraph 3and 4 of the Order, to the extent applicable.
2. A. As required by section 143(3) of the Act, we furtherreport that:
a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as appears from our examination ofthose books except for the matters stated in theparagraph 2B(vi) below on reporting under Rule11 (g) of the Companies (Audit and Auditors)Rules, 2014;
c) The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss including theStatement of Other Comprehensive Income,the Standalone Statement of Cash Flow andStatement of Changes in Equity dealt with bythis Report are in agreement with the books ofaccount;
d) In our opinion, the aforesaid standalone financialstatements comply with the applicable IndianAccounting Standards specified under Section133 of the Act, read with Companies (IndianAccounts Standard) Rules, 2015, as amended.
e) On the basis of written representations receivedfrom the directors as on 31 March 2026, andtaken on record by the Board of Directors, noneof the directors is disqualified as on 31 March2026, from being appointed as a director interms of Section 164(2) of the Act.
f) The modifications relating to the maintenance ofaccounts and other matters connected therewithare as stated in the paragraph 2(A)(b) aboveon reporting under Section 143(3)(b) of the Actand para 2(B)(vi) below on reporting under Rule11 (g) of the Companies (Audit and Auditors)Rules, 2014.
g) With respect to the adequacy of the internalfinancial controls over financial reporting of thecompany and the operating effectiveness of suchcontrols refer to our separate report in ‘Annexure
2’. Our report expresses an unmodified opinionon the adequacy and operating effectivenessof the company’s internal financial control overfinancial reporting.
B. With respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The company has disclosed the impact ofpending litigations as at 31 March, 2026 onits financial position in its standalone financialstatements.
ii. The Company did not have any long-termcontracts including derivative contracts; as suchthe question of commenting on any materialforeseeable losses thereon.
iii. There were no amounts which were requiredto be transferred to the Investor Education andProtection Fund by the Company.
iv. a) The Management has represented that, tothe best of its knowledge and belief, no fundshave been advanced or loaned or invested(either from borrowed funds or share premiumor any other sources or kind of funds) by theCompany to or in any other person or entity,including foreign entities (“Intermediaries”),with the understanding, whether recordedin writing or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identified inany manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf ofthe Ultimate Beneficiaries;
b) The Management has represented that, tothe best of its knowledge and belief, no fundshave been received by the Company fromany person or entity, including foreign entities(“Funding Parties”), with the understanding,whether recorded in writing or otherwise, that theCompany shall, whether, directly or indirectly,lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf ofthe Funding Party (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures that wereconsidered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that the
representations under sub-clause (a) and (b)contain any material misstatement.
v. The dividend declared/paid during the year andsubsequent to the year-end by the Company is incompliance with Section 123 of the Act.
vi. Based on our examination which included testchecks, except for the instances mentioned below,the Company has used accounting software formaintaining its books of account, which have a featureof recording audit trail (edit log) facility and the samehas operated throughout the year for all relevanttransactions recorded in the response software.
(i) The feature of recording audit trail (edit log)facility has not been enabled at the databaselevel to log any direct data changes for theaccounting software used for maintaining therecords relating to payroll.
(ii) The feature of recording audit trail (edit log)facility was not enabled at the application layerof the accounting software relating to payroll forthe period 1 April 2025 to 31 March 2026.
Further, where audit trail (edit log) facility was enabledand operated throughout the year for the respectiveaccounting software, we did not come across anyinstance of the audit trail feature being tamperedwith.
C. Companies Act the requirements of section 197(16)of the Act, as amended:
In our opinion and to the best of our information andaccording to the explanations given to us, the remunerationpaid by the Company to its directors during the year is inaccordance with the provisions of section 197 read withSchedule V of the Act.
For Jay Shah & Associates.
Chartered AccountantsFirm Reg. No. 135424W
CA. Jay Shah
(Proprietor)
Membership No. 134334UDINo. : 26134334LAMZBC5279Place : MumbaiDate : 22nd May, 2026