Your Board of Directors have pleasure in presenting the 41st Annual Report of the Company together with audited
statements of Accounts for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2023-24 are given hereunder:

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BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS

The Company is undergoing a major transformation, as it ushers in a new era of leadership, and hence there shall be a
change in Management and internal affairs of the Company. Your Company’s erstwhile promoter i.e. K K Modi
Investment and Financial Services Private Limited had entered into a Share Purchase Agreement (SPA) dated March 27,
2023 with Guruomega Private Limited (“Acquirer”) for selling the entire promoter shareholding in the Company
aggregating to 2,57,440 (Two Lakh Fifty Seven Thousand Four Hundred and Forty) Equity Shares, constituting 8.58%
(Eight Point Five Eight Percent) of the Fully Paid Up Equity Share Capital of your Company at price of Rs. 15.00/-
(Rupees Fifteen only).

Further, in terms of the SPA and post successful completion of the Open Offer, the Acquirers will also acquire control
over the Company, hence an offer was also made under Regulation 4 of the SEBI (SAST) Regulations which shall be
completed in due course.

Further, the Acquirer is in the process of obtaining the approval of the Reserve Bank of India (RBI) for change in
management of the Company and acquiring control over the Company.

The Company and its members are promised that this change will lead to a more prosperous future for our company. Our
new leaders are experienced and visionary, and they are committed to helping us grow and succeed.

INCOME FROM OPERATIONS

During the year under review, the revenue from operations is Rs. 27,70,911 as compared to Rs. 60,97,550 during the
previous year.

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.

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.

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 2023-24.

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.

CORPORATE GOVERNANCE

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 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 2024 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 2023-24

FINANCE

(i) Share Capital

The paid-up Share Capital as on 31st March, 2024 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 Non-Deposit Accepting Non-Banking Finance Company (ND-NBFC), has not accepted
any 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 making
investments in ordinary course of its business, is exempted from complying with the provisions of section 186
of 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.

RBI GUIDELINES

As a Non-Deposit taking Non-Banking 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.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, Eleven (11) Board Meetings were held on April 26, 2023, May 01, 2023, May 19,
2023, August 12, 2023, August 16, 2023, August 29, 2023, November 09, 2023, December 05, 2023, December 29,

2023, January 08, 2024 and February 06, 2024 and as per Companies Act, 2013,the maximum interval between any two
meetings was not more than 120 days.

CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment/ Cessation

During the year under review i.e. Financial Y ear 2023 -24, following changes occurred in the Composition of Board
of Directors & Key Managerial Personnel of the Company:

After closure of the Financial Year 2023-24 and till the date of this report, no change occurred in the Composition
of Board of Directors & Key Managerial Personnel of the Company.

AUDIT COMMITTEE:

The Audit 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. Ms. Renu Kaur

2. Mr. Abhijeet Yashwant Nagrale

3. Ms. Saloni Mehra

The Committee met 4 (Four) times on 19.05.2023, 12.08.2023, 09.11.2023 and 06.02.2024 during the financial year 2023¬
24. 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.

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. Ms. Beenu Agrawal

2. Mr. Abhijeet Yashwant Nagrale

3. Ms. Saloni Mehra

The Committee met 3 (Three) times on 26.04.2023, 28.12.2023 and 08.01.2024 during the financial year 2023-24. 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. Ms. Beenu Agrawal

2. Mr. Abhijeet Yashwant Nagrale

3. Ms. Saloni Mehra

The Committee met 4 (Four) times on 15.04.2023, 15.07.2023, 15.10.2023 and 15.01.2024 during the financial year 2023¬
24. The minutes of the meetings of the Stakeholders Relationship Committee were discussed and taken note by the Board
of Directors.

RISK MANAGEMENT COMMITTEE

The Company has constituted Risk Management Committee 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, 2024, 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 12.08.2023 and 10.11.2023 during the financial year 2023-24. The minutes of the meetings of
the Risk Management Committee were discussed and taken note by the Board of Directors.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on 06.02.2024. The Independent Directors,
inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking
into account the views of executive directors and non-executive directors.

b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Ms. Beenu Agarwal,
being Non-executive Director, retires by rotation and being eligible offers herself for re-appointment at the ensuing

Annual General Meeting. The Board recommends her re-appointment.

c. 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. 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.

d. Key Managerial Personnel

During the year under review i.e. FY 2023-24,

> Mr. Sanyam Tuteja, continued as Whole Time Director of the Company;

> Ms. Princy Anand ceased to be Company Secretary (CS) of the Company with effect from April 25, 2023 and
in her place Mr. Raunak Gupta was appointed as Company Secretary (CS) of the Company with effect from
April 26, 2023.

> Mr. Raunak Gupta ceased to be Company Secretary (CS) of the Company with effect from December 12, 2023
and in his place Ms.Drishti Sidhwa was appointed as Company Secretary (CS) of the Company with effect

from December 29, 2023.

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.

e. Board’s 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. Ms. Shobha Rustagi (DIN: 03503850) (upto 01.01.2024)

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

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 preventing
and 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 adequate
and operating effectively.

COMPANY’S 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 Company’s 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 Self-Evaluation 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.

RELATED PARTY TRANSACTIONS

The details of the transactions with related parties during the Financial Year 2023-24 are provided in the accompanying
financial statements. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is attached as Annexure-A.

REMUNERATION OF THE DIRECTORS/KMPs/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, 2024:

# Resigned as Independent Director of the Company w.e.f. close of business hours on January 01, 2024.

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

^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 ManagerialPersonnel)
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 Auditor’s 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 Company’s
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 COMPANY’S 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 company’s 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 Company’s 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 organization’s 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/-

Abhijeet Y ashwant Nagrale Sanyam T utej a

Dated: September 02, 2024 Director Director

Place: New Delhi (DIN: 05244787) (DIN:08139915)