M/S JHANDEWALAS FOODS LIMITED
Report on the Audit of the Standalone Financial Statements
Qualified Opinion
We have audited the financial statements of M/s Jhandewalas Foods Limited (“the Company”), which comprise the balance sheet as at 31st March 2026, and the statement of Profit and Loss and statement of cash flows for the year ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required subject to matter specified in basis for qualification paragraph 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, 2026, its profit and its cash flows for the year ended on that date.
Basis for Qualified Opinion
i.The company's decision not to provision for interest on the credit facility from Axis Bank and Acme Resources Pvt. Ltd., is based on the classification of its account as a Non-performing Asset (NPA). According to the Reserve Bank of India's guidelines, interest on NPAs is not recognized on an accrual basis but is booked as income only when it is actually received. This means that if the account is classified as NPA, the interest cannot be accrued in the financial statements. In the case of Axis Bank, which has initiated a recovery suit with the Debt Recovery Tribunal (DRT) in Jaipur, the outcome of this legal action may influence the company's financial reporting and provisioning practices. The status of the suit, still pending, suggests that the financial implications are yet to be determined. It is crucial for companies to closely monitor such proceedings and update their financial records in accordance with the evolving legal situation and regulatory guidelines.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Fi nancial 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 financial statements under the provisions of the Companies Act, 2013 and the Rules there under. 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 qualified opinion.
Emphasis of Matters
Emphasis of matters are those matters that, in our professional judgment which considers it necessary to Draw Users attention to a matter or matters presented or disclosed in the financial statements that are of such importance that they are fundamental to users’.
We have determined the matters described below to be the Emphasis of matters to be communicated in our report which are as follows: -
i. The financial analysis of the balance sheet reveals a significant concern regarding asset ownership. With fixed assets reported at Rs. 8.41 Crores, the distinction between Immovable and Movable assets is crucial. Immovable assets account for Rs. 5.92 Crores, yet a staggering Rs. 5.76 Crores of these assets lack proper title deeds in the company's name. This discrepancy suggests that the company does not have legal claim over the majority of its Immovable assets. Consequently, the actual assets held by the company amount to Rs. 2.50 Crores, which includes Movable assets and Factory Building. It is essential for the company to address this issue promptly to ensure accurate representation of asset ownership and to maintain financial integrity.
ii. We draw attention to the status of the Company, as reflected on the Ministry of Corporate Affairs (MCA) portal, is "Under Corporate Insolvency Resolution Process (CIRP)" in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016). The Hon'ble National Company Law Tribunal (NCLT) has admitted an insolvency petition filed against the Company vide its Order No. CP No. (IB)-26/9/JPR/2023 dated 04.07.2025 and has appointed a Resolution Professional in accordance with the said provisions.
Subsequently, Jhandewalas Foods Limited preferred an appeal before the Hon’ble NCLAT, New Delhi, contending that the alleged dispute arose due to the supply of under-quality raw materials by Param Dairy Limited and that the Company is not insolvent. The Hon’ble NCLAT, New Delhi, granted a stay on the NCLT order dated 04.07.2025 vide order dated 15.07.2025.
The matter is currently sub judice, and the appeal remains pending, with the next hearing
In view of the foregoing, a material uncertainty exists with respect to the ultimate outcome of the CIRP proceedings and the pending Appeal before the NCLAT, and its consequential impact on the Company's financial position, operations, assets, and liabilities cannot be ascertained with certainty at this stage. Accordingly, we are unable to conclusively determine the impact, if any, of the said proceedings on the going concern status of the Company and on the true and fair view of the financial statements for the year ended 31st March 2026.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Kev Audit Matter
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Key audit matters
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How our audit addressed the key audit matter
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1. Procurement of Raw Materials and Valuation of Inventories
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We identified procurement of raw materials and valuation of inventories as a key audit matter due to the significance of costs incurred during the year and the related inventories as at the reporting date. The matter involves a significant degree of management judgment in the verification and valuation of inventories, particularly in view of the perishable nature of the products dealt with by the Company. During the course of audit, we conducted a physical verification of inventories at the Company's premises.
While the stock observation was carried out, we noted certain inherent limitations in independently verifying and reconciling the complete inventory position, given the nature and volume of the stock and the processes followed by the Company. Accordingly, in respect of the inventory quantities and valuation, we have placed reliance on the figures as certified and provided by the Management of the Company, which have been accepted in good faith for the purpose of our audit. The Management has represented that the
inventories are valued in accordance
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In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence: 1. We evaluated the design of internal controls over procurement and inventory management through inquiry and observation, and assessed their operating effectiveness to the extent possible during the course of our audit. 2. We carried out a physical stock observation at the Company's premises to the extent practicable and compared the observed quantities with the stock records maintained by the Management. 3. We conducted substantive testing of purchase transactions on a sample basis through examination of underlying supporting documents such as supplier invoices and goods receipt records, to assess the completeness and accuracy of procurement recorded during the year. 4. We reviewed the inventory valuation methodology adopted by the Management and assessed its consistency with the accounting policies disclosed in the financial statements and with the prior year approach. 5. We performed cut-off testing on a sample basis to obtain reasonable assurance that procurement and inventory-related transactions have been recorded in the correct accounting period. 6. In view of the practical limitations encountered during the stock observation, the inventory quantities and valuations as appearing in the financial statements are based on the figures as certified by the Management. We have relied upon the Management's representation in this regard, as it was not practicable for us to
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with the accounting policies consistently followed by the Company, i.e., at cost or net realisable value, whichever is lower, as per the applicable accounting standards.
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independently verify or corroborate the same in its entirety. 7. We have reviewed manual journal entries relating to purchases and inventory adjustments to identify any unusual or non-recurring items requiring further consideration.
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2. Related Party Transaction
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The Company has entered into several transactions with related parties during the year 2025-26. We identified related party transactions as a key audit matter because of risks with respect to completeness of disclosures made in the financial statements including recoverability thereof; compliance with statutory regulations governing related party relationships such as the Companies Act, 2013 and SEBI Regulations and the judgment involved in assessing whether transactions with related parties are undertaken at arms’ length.
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In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
The audit procedures we have outlined are comprehensive and adhere to the stringent requirements necessary for a thorough examination of related party transactions. By assessing key controls and compliance with relevant regulations, we are ensuring that all related party relationships and transactions are properly identified and disclosed. The reliance on legal opinions for matters of interpretation is a prudent approach, adding an extra layer of scrutiny to the audit process. Furthermore, the inspection of ledgers, agreements, and statutory registers for completeness and existence of related party transactions demonstrates a meticulous attention to detail. This rigorous approach not only satisfies the requirements of the Companies Act, 2013, but also instills confidence in the accuracy and transparency of the financial statements.
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3. Litigations, provisions and contingencies
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The Company recognizes a provision when it has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of -utfi-w of —ources is remote, no
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In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
1. We tested the effectiveness of key controls around the recording and assessment of litigations, provisions and contingent liabilities.
2. We used subject matter experts, wherever required to assess the value of the provisions and contingent liabilities in light of the nature of the exposures, applicable regulations and related correspondences with the authorities.
3. Obtained Company’s assessment of the open cases and compared the same to the assessment of subject matter experts, wherever necessary, to assess the reasonableness of the provision or contingency.
4. Considered the adequacy of the Company’s disclosures made in relation to related provisions and
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provision or disclosure is made. We have identified litigations, provisions and contingencies as a key audit matter because it requires the Company to make judgments and estimates in relation to the exposure arising out of litigations. The key judgment lies in the estimation of provisions where they may differ from the future obligations.
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contingencies in the financial statements.
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4. Compliance with Objects Clause of Memorandum of Association — Business in Cattle Feed and Oil Products
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During the financial year 2025-26, it
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In view of the significance of the matter, we applied
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was observed that the Company has
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the following audit procedures in this area, among
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engaged in business activities relating
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others, to obtain sufficient appropriate audit evidence:
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to cattle feed and oil products, in
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1. We obtained and reviewed the existing
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addition to its existing line of
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Memorandum of Association and Articles of
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business. The existing Object Clause
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Association of the Company to understand the scope
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of the Memorandum of Association
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of the Objects Clause and assess whether the business
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("MOA") of the Company contains
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activities in cattle feed and oil products can be
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broad provisions relating to food and
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construed as falling within the ambit of the stated
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allied products; however, the
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main objects or incidental / ancillary objects of the
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activities pertaining to business in
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Company.
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cattle feed and oil products are
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2. We examined the nature, volume and financial
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neither specifically defined nor
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materiality of the transactions undertaken by the
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expressly covered under the existing
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Company relating to cattle feed and oil products
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Objects Clause of the MOA / Articles
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during the year, including review of relevant purchase
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of Association ("AOA") of the
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and sales invoices, ledger accounts and supporting
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Company. We have identified this as a
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documentation.
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Key Audit Matter in view of the
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3. We obtained management's written representation
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potential legal and regulatory
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and assessment regarding the legal permissibility of
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implications arising from undertaking
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undertaking the said Business activities under the
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business activities that may fall
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existing MOA, including any legal opinion obtained by
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outside the expressly stated objects of
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the Company in this regard.
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the Company, as required under
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4. We assessed whether the Board of Directors had
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Section 4 and Section 13 of the
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deliberated upon the matter and whether any steps
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Companies Act, 2013. The matter
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have been initiated by the Company for alteration of
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involves significant management
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the Object Clause of the MOA under Section 13 of the
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judgment in assessing whether the
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Companies Act, 2013, to specifically include the said
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said business activities can be
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business activities.
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construed as being incidental or
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5. We evaluated the adequacy and completeness of
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ancillary to the main objects of the Company, and whether any amendment to the MOA is necessitated. The matter also carries implications with respect to the legality and enforceability of contracts entered into by the Company in furtherance of such activities, and any consequential regulatory or legal exposure arising there from.
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disclosures made by the management in the financial statements and the Board's Report in relation to the said activities and associated risks, including any contingent liability or regulatory exposure arising there from. 6. We communicated the matter to the Those Charged with Governance (TCWG) in accordance with SA 260, highlighting the need for appropriate corrective action.
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Information other than the financial statements and auditors' report thereon
The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Director’s Report and Corporate Governance Compliances but does not include the financial statements and our auditor’s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our 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.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) specified under section 133 of the Act. 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 the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
That Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor's Pesponsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 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 Companies Act, 2013, 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 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 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 financial statements, including the disclosures, and whether the 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 of the current period 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 Companies Act, 2013, we give in the ‘Annexure B’, a statement on the matters specified in paragraphs 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.
e) On the basis of the written representations received from the directors as on 31st March, 2026taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure A’.
g) With respect to the matter to be included in the Auditor’s Report under section 197(16), In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.
h) 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 pending litigations and the impact on its financial position - refer note 8 to the Standalone Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
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 it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds 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(s) or entity(ies), including foreign entities (“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 it’s knowledge and belief, other than as disclosed in the notes to the accounts, 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, 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; and
(c) Based on such 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.
i. The company has not proposed any Final dividend during the year.
ii. The company has not proposed any interim dividend during the year.
iii. The board of directors of the company has not proposed any final dividend which requires approval of member at the ensuing annual general meeting.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company w.e.f. April 1, 2023,the Company has used accounting software ‘Tally Prime System’ for maintaining its books of account which has a feature of recording audit trail facility. The feature of recording of audit trail was enabled by the company from 31st October 2022 and the same has been operated thereafter for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per thestatutory requirements for record retention.
For, Jain Chowdhary & Co. Chartered Accountants FRN: 0113267W
Place: - Jaipur CA Yogendra Kumar Lokanda
Date: - 18.05.2026 (Partner )
UDIN:26416484QVPFXH9108 Membership No:416484
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