Aar Shyam India Investment Company Ltd Directors Report

A Appointed as Independent Director of the Company w.e.f. January 08, 2024.

$ Resigned as Company Secretary of the Company w.e.f. close of business hours on April 25, 2023

* Appointed as Company Secretary of the Company on April 26, 2023 and resigned from the Company w.e.f. close of

business hours on December 12, 2023.

@ Appointed as Company Secretary of the Company w.e.f. December 29, 2023.

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

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 MGT-7) of the Company for the financial year ended March 31, 2024, is available on the website of the Company at https://www.aarshyam.in/fresults23- 24.htm.

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.

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.

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 2023-24. The Secretarial Audit Report for financial year 2023-24, has been appended as Annexure-B to this Report.

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 2023-24.

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 earnings or out flow.

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 behaviour, 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.

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.

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.

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.

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.

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.

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 one-time settlement with respect to loan from any banks or financial institutions.

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 co-operation 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, co-operation, active participation, dedication and professionalism has made the organizations growth possible.

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

Form AOC - 2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under fourth proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: NONE

a. Name(s) of the related party and nature of relationship

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts/arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any N.A.

e. Justification for entering into such contracts or arrangements or transactions

f. Date(s) of approval by the Board

g. Amount paid as advances, if any

h. Date on which (a) the requisite resolution was passed in general meeting as required under first proviso to

Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arms length basis: NONE

a. Name(s) of the related party and nature of relationship

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts/arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

e. Date(s) of approval by the Board, if any

f. Amount paid as advances, if any

All related party transactions are in the ordinary course of business and on arms length basis and are approved by Audit Committee of the Company.

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2024

To

The Members

M/S AAR SHYAM INDIA INVESTMENT COMPANY LIMITED

Space No. 920, Kirti Shikhar Building, District Centre, JanakPuri, New Delhi-110058

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S Aar Shyam India Investment Company Limited (hereinafter called the ‘Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the period covered by our audit, that is to say, from April 01, 2023 to March 31, 2024 (hereinafter referred to as ‘Audit Period or ‘Period under Review), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company till March 31, 2024, according to the provisions of:

1. The Companies Act, 2013 (the ‘Act) and the Rules made thereunder;

2. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

3. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; and *

4. The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder;

5. The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

6. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

7. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;*

8. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;*

9. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

10. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018*;

11. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021*;

12. Securities and Exchange Board of India(Issue and Listing of Non-Convertible Securities) Regulations, 2021* and circulars/ guidelines issued thereunder;

* no event took place in (*) mark acts/rules/regulations

We have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

We report that during the Period under Review, the Company has complied with the provisions of the Laws, Rules, Regulations, Guidelines, Standards etc. mentioned above.

The summary of the non-compliances is as under:

We further report that:

The Board of Directors of the Company is duly constituted with adequate number of Executive Directors, Non-Executive Directors and Independent Directors.

There were changes in the composition of the Board of Directors during the Period under Review. The changes are as under:

As represented to us, adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or on a shorter notice with due approval of the Board, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Dissenting members views were not required to be captured and recorded as part of the minutes as there was no such instance.

We further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company, to monitor and ensure compliance with the applicable Laws, Rules, Regulations and Guidelines.

We further report that during the Audit Period, the Company has not undertaken any specific events / actions that can have a bearing on the Companys compliance responsibility in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc.

We have relied on information/records produced by the Company during the course of my audit and the reporting is limited to that extent.

Annexure 1 To

The Members

Aar Shyam India Investment Company Limited Space No. 920, Kirti Shikhar Building, District Centre,

JanakPuri, New Delhi-110058

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on my audit.

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.

We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. Our Audit was based on examination, in physical or electronic form, as feasible under the prevailing circumstances, of books and records maintained by the Company.

4. We have not verified the correctness and appropriateness of financial records and books of account of the Company as well as correctness of the values and figures reported in various disclosures and returns as required to be submitted by the Company under the specified laws, though we have relied to a certain extent on the information furnished in such returns.

5. Wherever required, we have obtained Management Representation about the compliance of Laws, Rules and Regulations and happening of events etc.

6. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations and Standards etc. is the responsibility of management.

7. Our examination was limited to the verification of procedures on test basis.

8. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.