| 136 Annual Report | 2024-2025 Arohan Financial Services Limited Independent Auditors’ Report of even date on the financial statements of Arohan Financial Services Limited for the year ended March 31, 2025 (cont’d) lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) The management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 62(K) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iii) 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. e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. f. Based on our examination which included test checks, the Company has used accounting softwares for maintaining its books of accounts which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares except that that the feature of recording of audit trail (edit log) facility was not enabled at the database level for the software used for origination of loans for the period 1 April 2024 to 8 April 2024, to log any direct data changes. Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail (edit log) has been preserved by the Company as per the statutory requirements for record retention except for the database level for software used for origination of loans. C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act: We draw attention to Note 48 G to the financial statements for the year ended 31 March 2025 according to which the managerial remuneration paid / payable to the Other directors of the Company (amounting to INR 359 lakhs) for the financial year exceeds the prescribed limits under Section 197 read with Schedule V to the Companies Act, 2013 by INR 213.92 lakhs. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the company proposes to obtain in the forthcoming Annual general Meeting. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm’s Registration No.:101248W/W-100022 Nitesh Shetty Partner Membership No.: 123493 ICAI UDIN:25123493BMNXDT3924 Place: Kolkata Date: 23 May 2025 Independent Auditor's Report
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