We have audited the accompanying Standalone Financial Statements of HB
Stockholdings Limited (“the Company”), which comprise the standalone balance
sheet as at 31st March, 2025, the standalone statement of profit and loss (including
other comprehensive income), standalone statement of cash flows and the standalone
statement of changes in equity for the year then ended, and notes to the Standalone
Financial Statements, including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the Standalone Financial
Statements”).
In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid Standalone Financial Statements give the information required by
the Companies Act, 2013, as amended (the “Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March, 2025, its losses including
other comprehensive loss, its cash flows and changes in equity for the year ended on
that date.
Basis of Opinion
We conducted our audit of the Standalone Financial Statements in accordance with
the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the Standalone Financial Statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion on the Standalone Financial Statements.
Key Audit Matters
We have determined that there are no key audit matter to communicate in our report.
Information Other than the Standalone financial statements and Auditor’s
Report Thereon
The Company’s Board of Directors is responsible for the other information. The other
information comprises the Directors report to be included in the Company’s Annual
report, but does not include the standalone financial statements and our auditor’s
report thereon. Our opinion on the standalone financial statements does not cover the
other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the financial position, financial performance
including other comprehensive income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Management is responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process.
Auditors’ Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in
place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone
financial statements, including the disclosures, and whether the standalone
financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the standalone financial
statements for the financial year ended 31 st March, 2025 and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”)
issued by the Central Government of India in terms of sub-section (11) of section
143 of the Act, and on the basis of such checks of the books and records of the
Company as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure ‘A’ a statement on the matters
specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which
to the best of our knowledge and belief were necessary for the purposes of
our audit.
(b) In our opinion, proper books of account as required by law have been kept
by the Company so far as it appears from our examination of those books;
(c) The standalone Balance Sheet, the standalone Statement of Profit and
Loss (including other comprehensive income), the standalone Cash Flow
Statement and the standalone statement of changes in equity dealt with by
this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with
the Indian Accounting Standards (Ind AS) specified under Section 133 of
the Act read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.
(e) On the basis of the written representations received from the directors as
on 31st March, 2025 taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2025 from being appointed as a
director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls,
refer to Annexure ‘B’. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial
controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations as at
31st March, 2025 on its financial position in its financial statements -
Refer Note No 42 of standalone financial statements
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses during the year ended 31st March, 2025.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) have been advanced or loaned
or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the company to
or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the intermediary shall, whether,
directly or indirectly 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;
(b) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by the
company to or in any other person or entity, including foreign
entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall,
whether, directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf
of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(c) 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 (a) and (b) above, contain any material
misstatement.
v. The final dividend paid by the Company during the year in respect
of the previous year is in accordance with section 123 of the Act to
the extent it applies to payment of dividend. The Board of Directors
of the Company have proposed final dividend for the year which
is subject to the approval of the members at the ensuing Annual
General Meeting. The amount of dividend proposed is in accordance
with section 123 of the Act, as applicable.
vi. Based on our examination which included test checks, the company
has used an accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility,
and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of
our audit we did not come across any instance of audit trail feature
being tampered with.
Additionally, the audit trail has been preserved by the Company as per the
statutory requirements for record retention.
(h) With respect to the other matters to be included in the Auditor’s report
in accordance with the requirements of section 197(16) of the act, as
amended:
In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the company to its
directors during the year is in accordance with the provision of section
197 of the Act.
For N.C. Aggarwal & Co.
Chartered Accountants
Firm Registration No. 003273N
G. K. Aggarwal
Partner
Date : 7th May, 2025 M. No. 086622
Place: Gurugram UDIN: 25086622BMIBHX8905
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