Aar Shyam India Investment Company Ltd Directors Report

DEAR MEMBERS,

Your Board of Directors have pleasure in presenting the 42^nd Annual Report of the Company together with audited statements of Accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 20242025 are given hereunder:

(In Rs. ‘000)

Particulars	202425	202324
Revenue from operations & other income	2,823.05	2770.91
Operating Profit (EBITDA)	(193.76)	(3814.07)
Finance Cost	8.43	27.71
Depreciation, Amortization and Impairment	7.17	9.71
Profit before Exceptional Items and tax	(209.36)	(3851.49)
Less: Exceptional Items (Prior Period Expenses)	10.62
Profit before tax	(219.98)	(3851.49)
Tax Expenses Current Tax: Deferred Tax:	(0.07)	0.00 (1.61)
Net Profit	(219.91)	(3849.88)

2. BRIEF DESCRIPTION OF THE COMPANYS STATE OF AFFAIRS

During the year under review the Company had loss of Rs.2,19,980/ (Two Lakh Nineteen Thousand Nine Hundred Eighty) Lakhs for the F.Y 20242025.

3. INCOME FROM OPERATIONS

During the year under review, the revenue from operations is Rs. 27,87,060 / (Twenty seven lakh Eighty Seven Thousand sixty) as compared to Rs. 27,08,410/ (Twenty Seven Lakh Eight Thousand Four Hundred Ten) during the previous year.

4. DETAILS OF SUBSIDIARY/ JOINT VENTURES /ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company, Joint Ventures or Associate Companies during the year under review.

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

6. DIVIDEND

In order to meet the future requirements of the Company, your Board of Directors have decided not to recommend dividend for the Financial Year 202425.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] of the Listing Agreement entered into with the Stock Exchanges and Circular/Notifications/Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

8. CORPORATE GOVERNANCE

As per the SEBI Circular No. SEBI/LADNRO/GN/201516/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous Financial Year i.e. on 31st March 2025 and Net Worth both were not exceeding the limit as given under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to our Company during the year 202324

9. FINANCE

(i) Share Capital

The paidup Share Capital as on 31st March, 2025 was Rs. 3,00,00,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Public Deposits

The Company being a NonDeposit Accepting NonBanking Finance Company (NDNBFC), has not acceptedany deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

(iii) Particulars of loans, guarantees or investments

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans and makinginvestments in ordinary course of its business, is exempted from complying with the provisions of section 186of the Act with respect to Loans & Investments. Accordingly, the disclosures of the Loans & Investments given as required under the aforesaid section have not been made in the financial statements of the Company.

10. RBI GUIDELINES

As a NonDeposit taking NonBanking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year 20242025, Nine (9) Board Meetings were held on April 01, 2024, April 05, 2024, May 23, 2024, May 29, 2024, August 13, 2024, August 27, 2024, September 02, 2024, November 12, 2024, and February 10, 2025 and as per Companies Act, 2013,the maximum interval between any two meetings was not more than 120

days.

12. CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment/ Cessation

During the year under review i.e. Financial Year 202425, following changes occurred in the Composition of Boardof Directors & Key Managerial Personnel of the Company:

S.NO	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1.	Not Applicable

After closure of the Financial Year 20242025 and till the date of this report, there are changes occurred in the Composition of Board of Directors & Key Managerial Personnel of the Company.

Mr. Sanyam Tuteja, Whole Time Director of the Company resigned on June 10, 2025, Ms. Beenu Agarwal was tendered her resignation from the post of Non Executive Director of the Company with effect from May 10, 2025, Ms. Drishti Sidhwa ceased to be Company Secretary (CS) of the Company with effect from June 30, 2025 and in her place Mr. Deepak Gautam was appointed as Company Secretary (CS) of the Company with effect from July 25, 2025 and Mr. Ankit Mehra was appointed as Executive Director of the Company with effect from July 24, 2025

13. AUDIT COMMITTEE:

The Audit Committee of the Company consist of the following members:

1. Abhijeet Yashwant Nagrale ( Chairman)

2. Saloni Mehra (Member)

3. Beenu Aggarwal (Member)

The Committee met 4 (Four) times on May 29, 2024, August 13, 2024, November 12, 2024 and February 10, 2025 during the financial year 202425. The minutes of the meetings of the Audit Committee were discussed and taken note by the Board of Directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company was reconstituted due to the change in the Directors of the Company and after reconstitution the committee consist of the following members:

1. Mr. Abhijeet Yashwant Nagrale (Chairman)

2. Shobha Rustagi (Member)

3. Beenu Aggarwal (Member)

The Committee met 1 (One) times on November 12, 2024 during the financial year 202425. The minutes of the meetings of the Nomination and Remuneration Committee were discussed and taken note by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company was reconstituted due to the change in the Directors of the Company and after reconstitution the committee consist of the following members:

1. Mr. Abhijeet Yashwant Nagrale(Chairman)

2. Saloni Mehra (Member)

3. Renu Kaur(Member)

The Committee met 4 (Four) times on April 15, 2024, July 15, 2024, October 15, 2024 and January 15, 2025 during the financial year 20242025. The minutes of the meetings of the Stakeholders Relationship Committee were discussed and taken note by the Board of Directors.

15. RISK MANAGEMENT COMMITTEE

The Company has constituted Risk Management Committee (“RMC”) in pursuance to the guidelines issued by the RBI through Scale Based Regulation which was applicable from October 01, 2022.

The Risk Management Committee has been constituted on November 14, 2022, at the Board level in order to enable the Board to focus on risk management, The RMC shall be responsible for evaluating the overall risks faced by the NBFC including liquidity risk and will report to the Board, besides to assess the risk associated, mitigation of such risk and formulation and continuous supervision of Risk Management Plan for the Company.

As on March 31, 2025, The Risk Management Committee comprised of the following directors of the Company:

1. Ms. Sanyam Tuteja

2. Mr. Beenu Agarwal

3. Mr. Abhijeet Yashwant Nagrale

The Committee met twice on 12.08.2024 and 11.11.2024 during the financial year 20242025. The minutes of the meetings of the Risk Management Committee were discussed and taken note by the Board of Directors.

16. INDEPENDENT DIRECTOR MEETING

During F.Y. 20242025, one (1) meeting of the Independent Directors was held on 05.02.2025. The Independent Directors, interalia, reviewed the performance of NonIndependent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

a) Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, there is no director, who retires by rotation and being eligible offers herself/himself for reappointment at the ensuing Annual General Meeting.

b) Appointment of Women Director

With coming into force of the provisions of Companies Act, 2013, the Board had already appointed Ms. Beenu Agarwal as Women Director on the Board of the Company who was resigned from board of the Company on May 10, 2025. Further, Ms. Renu Kaur and Ms. Saloni Mehra also joined the Board of Directors in the capacity of Independent Director with effect from January 08, 2024.

c) Key Managerial Personnel

During the year under review i.e. FY 20242025,

> Mr. Sanyam Tuteja, continued as Whole Time Director of the Company and resigned on June 10,

2025;

> Ms. Beenu Agarwal was tendered her resignation from the post of Non Executive Director of the Company with effect from May 10, 2025

> Ms. Drishti Sidhwa ceased to be Company Secretary (CS) of the Company with effect from June 30, 2025 and in her place Mr. Deepak Gautam was appointed as Company Secretary (CS) of the Company with effect from July 25, 2025.

> Mr. Ankit Mehra was appointed as Executive Director of the Company with effect from July 24, 2025

The Company has designated the Key Managerial Personnel of the Company pursuant to the requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by the Board of Directors and their terms and conditions of the appointment and remuneration was considered by the Board. The Company is fully compliant of the same.

d) Boards Independence

Our definition of “Independence” of Directors is derived from Listing Regulations and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non Executive Directors are Independent in terms of Listing Regulations of the Listing Agreement and Section 149(6) of the Companies Act, 2013:

1. Ms. Renu Kaur (DIN: 10080402) (w.e.f. 08.01.2024)

2. Ms. Saloni Mehra (DIN: 10062907) (w.e.f. 8.01.2024)

3. Mr. Abhijeet Yashwant Nagrale (DIN: 05244787) (w.e.f. 14.11.2022)

17. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

a) In the preparation of the annual financial statements for the year under reporting, the applicable accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequateand operating effectively.

18. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION & EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees has been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Agreement.

The evaluation framework for assessing the performance of Directors comprises of the following key areas

> Expertise;

> Objectivity and Independence;

> Guidance and support in context of life stage of the Company;

> Understanding of the Companys business;

> Understanding and commitment to duties and responsibilities;

> Willingness to devote the time needed for effective contribution to Company;

> Participation in discussions in effective and constructive manner;

> Responsiveness in approach;

> Ability to encourage and motivate the Management for continued performance and success;

The evaluation involves SelfEvaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Accordingly, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose.

19. RELATED PARTY TRANSACTIONS

The details of the transactions with related parties during the Financial Year 20242025 are provided in the accompanying financial statements. Form AOC2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as AnnexureA.

20. REMUNERATION OF THE DIRECTORS/KMP s/EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, clause (i) and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended for the financial year ended 31 March, 2025:

Sr. Name of Director/ Key No. ManagerialPersonnel	Ratio of remuneration of each director to the median remuneration of the employees	% increase in remuneration in the FY 202425
1. Executive Director Sanyam Tuteja WholeTime Director	1:1	Nil
2. NonExecutive Directors
Beenu Agarwal
Shobha Rustagi #		Nil
Abhij eet Y ashwant Nagrale
Renu Kaur &
Saloni MehraA
3. Key Managerial Personnel Princy Ananad$		Nil
Raunak GuptaCS	0.66:1
Pushpa Joshi CFO	1.65:1
Drishti Sidhwa CS@

Remaining disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Clause Under Rule 5(1)	Prescribed Requirement	Particular s
(iii)	the percentage increase in the median remuneration of employees in the financial year	Nil
Clause Under Rule 5(1)	Prescribed Requirement	Particul ars
(viii)	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Nil
(xii)	Affirmation that the remuneration is as per the remuneration policy of the Company	It is hereby confirmed that remuneration paid to Director/KMP and other employees isas per the remuneration policyof the Company.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return (Form MGT7) of the Company for the financial year ended March 31, 2025, is available on the website of the Company at https://www.aarshyam.in/

22. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

23. STATUTORY AUDITORS & THEIR REPORT

M/s. STRG & Associates, Chartered Accountants, having ICAI Firm Registration No.014826N auditor of the company, audited the annual accounts of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark.

24. SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed Mr. Aakash Goel, Proprietor , G Aakash & Associates, Practicing Company Secretaries, to

undertake the Secretarial Audit of the Company for the financial year 20242025. The Secretarial Audit Report for financial year 20242025, has been appended as AnnexureB to this Report.

25. INTERNAL AUDITORS

Pursuant to provisions of Section 138 of Companies Act, 2013 and rules made there under, Jain Rajeev & Associates, Chartered Accountants has been appointed as Internal Auditors for the financial year 20242025.

26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,

EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE

INFLOW/OUTFLOW, ETC.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, are as below:

Energy Conservation: During the period under review there has been optimal Energy Conservation.

Technology Absorption: During the period under review there was no Technology Absorption.

Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earningsor out flow.

27. VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

30. RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Board of Directors of the Company has duly adopted and approved a Risk Management Policy and also has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company from time to time. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the Company has complied with provisions as prescribed under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. Further, your Company has not received any complaint of sexual harassment during the year under review.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the period under review, neither any application has been made nor any proceedings is pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the period under review, the Company has not entered into any onetime settlement with respect to loan from any banks or financial institutions.

34. ACKNOWLEDGEMENT

We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges, and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued cooperation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us. The Board of Directors express their deep sense of appreciation for all the employees whose commitment, cooperation, active participation, dedication and professionalism has made the organizations growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of

AAR Shyam India Investment Company Limited

Sd/

Sd/

Dated: September 06, 2025 Place: New Delhi

Abhijeet Yashwant Nagrale Director

(DIN:05244787)

Ankit Mehra Director

(DIN: 07669838)

Form No. MR3