We have audited the accompanying financial statements of Neptune Petrochemicals Limited
("the Company"), which comprise the Balance Sheet as at 31st March, 2025, the Statement of
Profit and Loss, and the Cash Flows for the year then ended and notes to the financial
statements, including a summary of material accounting policies and other explanatory
information (hereinafter referred to as "the financial statements").
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 Companies Act,
2013 ("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 31 March 2025, and profit and its cash flows for the year ended on that date.
Basis of Our Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) 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 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 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.
Other Information
The Company's management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Company's
annual report, but does not include the financial statements and our auditors' 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 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.
Other Matters
a) As informed to us, the Company, Neptune Petrochemicals Limited ("the Company"),
was incorporated on October 21, 2021, as a Private Company under the provisions of
Chapter XXI of the Companies Act, 2013, by way of conversion of the erstwhile
proprietorship concern of Mr. Paresh Shah, which was subsequently operated as a
partnership firm.
b) The Company was converted from a Private Limited Company to a Public Limited
Company with effect from 16th July 2024. The change in status has been duly approved
by the Registrar of Companies, and the financial statements have been prepared
accordingly.
c) The Company issue 60,01,000 equity shares of face value ^10 each, offered at a price
of ^122 per share (including a premium of ^112 per share) and got listed on NSE
Emerge as on 04th May, 2025.
d) The Company increased its authorized share capital from ^15 crore to ^25 crore to
facilitate these share issuances. This was approved by shareholders and filed with the
Registrar of Companies and the fact has been appropriately disclosed in the financial
statements under Note 3.
e) We were informed that certain motor vehicles belonging to the erstwhile
proprietorship firm were transferred to the Company on 1st February 2024, though
the registration continues to be in the name of the Director as of the reporting date.
However, these have been accounted for as assets of the Company.
Management's Responsibility for The 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 specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding
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 and Board of Directors are 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.
The Board of Directors is 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 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:
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 financial controls 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 and its subsidiary companies which are companies incorporated in India, 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 ability of
the Company 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.
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.
Materiality is the magnitude of misstatements in the Financial Statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the 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
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 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. A. 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 statement of cash flows
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on
31stMarch, 2025, taken on record by the Board of Directors, none of the directors is
disqualified as on 31stMarch, 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 our separate
Report in "Annexure A".
g) 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 information
given to us, the remuneration paid by the company to its directors during the year is
in accordance with the provisions of section 197 of the Act read with Schedule V of
the Act.
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:
1. The company does not have any pending litigation, therefore the impact of pending
litigation on its Financial Statement is not disclosed.
2. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
3. There was no amount which are required to be transferred, to the investor's
education and protection fund by the company.
-. i) The management has represented that, to the best of its knowledge and belief, 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 Holding Company or its subsidiary
companies incorporated in India to or in any other persons or entities, including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:
directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on behalf of the Holding Company or its
subsidiary companies incorporated in India or
provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
ii) The management has represented, that, to the best of its knowledge and belief, no
funds have been received by the Holding Company or its subsidiary companies
incorporated in India from any persons or entities, including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the
Holding Company or its subsidiary companies incorporated in India shall:
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide
any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries
iii) Based on such audit procedures as 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 (d)(i) and (d)(ii) contain any material mis-statement.
i. The company has not declared and paid any dividend during the year.
i. 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.
As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31, 2025.
2. 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,
we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.
For Piyush J. Shah & Co.
Chartered Accountants
FRN: 121172W
Sd/-
Nitin Agarwal
Partner
Membership No. 143915
UDIN: 25143915BMIALD2961
Place: Ahmedabad
Date: 24 June 2025
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