Aryaman Capital Markets’ record is clean on its face: unqualified audit opinions, zero promoter pledges, and unanimous shareholder votes. Two things deserve attention: the company repeatedly states it has no related-party transactions while simultaneously seeking approval for up to ₹250 crore in loans to promoter-group entities, and operating cash flow exceeds reported profit each year but cumulative cash conversion is weak and no dividends have been paid.
Key findings
- Board reports deny some RPTs while seeking ₹250 crore in promoter-group loans
Major- For FY2019-20 through FY2025-26, the Board’s Report states that no contracts or arrangements with related parties were entered that require AOC-2 disclosure. However, the FY2024-25 and FY2025-26 reports also separately state that all related-party transactions were in the ordinary course of business and on an arm’s length basis. Meanwhile, the FY2024-25 AGM notice seeks approval to lend up to ₹50 crore each to five promoter-group entities, totalling ₹250 crore per annum, and the FY2025-26 notice repeats the request for four entities at ₹200 crore. In both notices, the counterparties’ turnover, net worth, and the pricing basis are left blank, to be disclosed only at the time of execution. - Operating cash flow exceeds reported profit each year, but cumulative cash conversion is weak and no dividends have been paid
Minor- In FY2024-25, operating cash flow of ₹27.88 crore covered reported profit of ₹22.93 crore by 1.22 times, and the pattern holds for each of the prior three years. Over the full 10-year period, cumulative operating cash flow of ₹68 crore is only 0.36 times cumulative EBITDA of ₹189 crore. The Board recommended no dividend for FY2024-25 and FY2022-23.
What to watch
- Auditor term. Statutory auditor V. N. Purohit & Co.’s current term expires at the conclusion of the 19th AGM in 2027.
Bottom line: This is a disclosed and audited record with no promoter pledges. The risk sits in the contradiction between the stated absence of related-party transactions and the recurring request for up to ₹250 crore in promoter-group lending authority, with counterparty financials left blank. Watch whether the FY2025-26 utilisation disclosures fill those blanks.