We have audited the Standalone financial statements of Manbro Industries Limited (Formerly
Known as Unimode Overseas Limited), which comprises the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss and Statement of Cash Flows for the year then 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 explanation given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 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 March 31, 2025, its Profit and its cash
flows for the year ended on that date.
Basis for Opinion
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 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 financial
statements under the provisions of the Companies Act, 2013 and the rules there under, 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.
Responsibility of Management for Standalone Financial Statements
The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the
Companies Act, 2013 with respect to the preparation of these standalone 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 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 fraud 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 statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, managements 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.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities 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 decision 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:
a) 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.
b) 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.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
d) 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.
e) 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.
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.
Report on Other Legal and Regulatory Requirements
The provisions of the Companies (Auditor’s Report) Order, 2020, issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act 2013 is applicable to the
Company
As required by section 143(3) of the Act, we report that;
We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit;
(a) 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;
(b) The Balance Sheet dealt with by this Report are in agreement with the books of account;
(c) In our opinion, the aforesaid financial statements comply with the Accounting standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014;
(d) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2024 from being appointed as a director in terms of section 164(2) of the Act.
(e) The modification relating to the maintenance of accounts and other matters connected therewith
are stated in paragraph 2A(b) above on reporting under section143(3)(b) of the Act and
paragraph 2(f) below on reporting under Rule 11 (g) of the Companies ( Audit and Auditors)
Rules,2014 9as amended).; and 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 not operated throughout the year for all relevant transactions recorded in respective
software It was assured by the management of the company there was not detected any
fraudulent transactions.
(f) With respect to the other matters to be included in the Auditor’s Report accordance with Rule 11
of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us;
a) The Company does not have any pending litigations which would impact its financial
position;
b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and
c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection fund by the Company
d) (i) 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 source 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 Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(ii) 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 or entity, including foreign entities (“Funding Parties”), with
the understanding, whether recorded I 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
(iii) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe that the
representations under sub-clause (i) and (ii) contain any material mis-statement.
e) The Company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.
f) With respect to the matter to be included in the Auditor’s Report under section 197(16) of
the Act:
In our Opinion and according to the information and explanation given to us, the
remuneration paid by the company to its directors during the current year us in accordance
with the provision of Section 197 of the Act. The remuneration paid to any director is not in
excess of the limits laid down under section 197 of the Act. The Ministry of Corporate
Affairs has not prescribed other details under section 197(16) of the Act which are required
to be commented upon by us.
For Umesh Amita & Company,
Chartered Accountants,
Sd/-
Place : Delhi (CA Gaurav Kumar)
Date : 29.05.2025 Partner
M.No.432472
' UDIN No.:- 25432472BMJHSH2636
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