1. We have audited the accompanying standalone financial statements of Northern Arc Capital Limited ('the Company'), which comprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. 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 ('the Act') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards 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 ('ICAI') 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.
Emphasis of Matter: Exclusion of FLDG credit in calculation of ECL
4. We draw attention to Note 83 to the accompanying standalone financial statements, which describes the impact of the regulatory directions received by the Company from the Reserve Bank of India (RBI) vide e-mail communication dated 16 May 2025, pursuant to which the Company is required to exclude credit enhancements under First Loss Default Guarantee (FLDG) arrangement available at portfolio level as at 31 March 2025 from the computation of Expected Credit Losses (ECL) calculated as per Ind AS 109, Financial Instruments and provide for additional ECL on account of such change by 30 June 2025. Our opinion is not modified in respect of this matter.
Key Audit Matters
5. 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.
Key audit matter
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How our audit addressed the key audit matter
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1) Impairment of loan asset based on Expected Credit Losses (ECL) (Refer note 3 for material accounting policies and note 7 for
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financial disclosures in the accompanying standalone financial statements
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As at 31 March 2025, the Company reported gross loans of ^1,083,753.97 lakhs against which provision for expected credit loss of
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^26,516.19 lakhs has been recorded in accordance with Ind AS 109 -
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Financial Instruments. The Company has written off loans of ^
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60,930.24 lakhs during the current year.
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Ind AS 109, Financial Instruments (Ind AS 109) requires the
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Our audit procedures were focused on assessing the
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Company to provide for impairment of its loan assets using the
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appropriateness of management's judgment and estimates used in
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expected credit loss ('ECL') approach. The Company has applied
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the impairment analysis that included, but were not limited to, the
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a three-stage approach based on changes in credit quality of loan
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following:
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assets which is primarily determined based on number of days past
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?
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Examined the Board of Director's policy approving
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due for each loan asset apart from other factors considered by the
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methodology for computation of ECL that addresses policies
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management for ascertaining significant increase in credit risk.
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and procedures for assessing and measuring credit risk on
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The ECL is measured at 12-month ECL for Stage 1 loan assets and
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the lending exposures of the Company in accordance with the
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at lifetime ECL for Stage 2 and Stage 3 loan assets in accordance
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requirements of Ind AS 109.
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with the accounting policy adopted by the Company.
Significant management judgements and assumptions are involved in measuring ECL with respect to:
? management overlays
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?
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Involved auditor's specialists and obtained an understanding of the modelling techniques adopted by the Company including the key inputs and assumptions. Since modelling assumptions and parameters are based on historical data, industry benchmarks and macro-economic factors, we
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? determining the criteria for significant increase in credit risk
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assessed whether such historical experience and the industry
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and default risk i.e. staging of loan assets
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information was representative of current circumstances and
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? factoring in forward-looking information (including
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was relevant in view of the recent impairment losses incurred
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macroeconomic factors on a portfolio level)
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within the portfolios. Further, assessed reasonableness for the macro-economic factors considered for the portfolio segments.
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? techniques used to determine probability of default, loss given default and exposure at default.
These parameters are derived from the Company's internally developed statistical models, historical data, macro-economic factors. Any change in such models or assumptions could have a material impact on the accompanying standalone financial statements.
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?
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Assessed and tested the design and operating effectiveness of the key controls over the completeness and accuracy of the key inputs and assumptions considered for calculation, recording and monitoring of the impairment loss recognized. Also, evaluated the controls over the modelling process, validation of data and related approvals.
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?
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Tested the underlying forecast of future cash flows used in
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Similarly, the Company is also required to make judgements to
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impairment workings with the agreed repayment schedules
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identify the loan assets which are non-recoverable and thereby determined to be written off. Further as described in note 83
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on a test check basis
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to the accompanying standalone financial statements as per
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?
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Evaluated the appropriateness of the Company's determination
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the Reserve Bank of India RBI e-mail communication dated 16
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of significant increase in credit risk in accordance with
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May 2025, the management has excluded credit enhancements
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the applicable accounting standard and the basis for
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under First Loss Default Guarantee (FLDG) arrangements from
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classification of exposures into various stages. For a sample
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the computation of ECL per Ind AS 109 as at 31 March 2025 and
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of exposures, we also tested the appropriateness of the
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to provide the same in the financial statements by 30 June 2025.
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Company's categorization across various stages by evaluating
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This matter has also been considered as fundamental to the
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management's assessment of parameters.
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users' understanding of the financial statements
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?
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Evaluated the appropriateness of the methodology and policy
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Considering the significance of the above matter to the standalone
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laid down and implemented by the Company for the loan
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financial statements, degree of estimation uncertainty and
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portfolio written-off during the year and tested its compliance
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significant management judgment involved, this area required significant auditor attention to test such complex accounting estimates, and accordingly, this matter has been identified as a key audit matter for the current year audit.
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on a sample basis.
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Key audit matter
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How our audit addressed the key audit matter
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?
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Evaluated Company's compliance with the RBI directions vide e-mail communication dated 16 May 2025, with respect to exclusion of credit enhancements under FLDG arrangements from the computation of ECL as on 31 March 2025 and verified the mathematical accuracy in such computation.
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?
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Challenged the management on post model adjustments, considering the size and complexity of management overlays, in order to assess the reasonableness of the adjustments.
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?
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Assessed the appropriateness and adequacy of the related presentation and disclosures in the accompanying standalone financial statements in accordance with the applicable accounting standards and related RBI circulars.
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?
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Obtained appropriate written representations from the management.
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2) Information Technology("IT") systems and controls for accounting and financial reporting process
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The Company is highly dependent on its IT systems for carrying on its operations which require large volume of transactions to be processed on daily basis and use of multiple software applications at central level
The Company uses various loan management system (LMS) for different loan products for sourcing, processing, recording and management of loan database some of which are integrated with the financial accounting and reporting software. Transfer of data from/to LMS to financial reporting systems are critical for accurate compilation of financial information.
As a result, there is a high degree of reliance and dependency on such IT systems for the accounting and financial reporting process of the Company which impacts key financial accounting and reporting items such as loans, interest income, computation of daily DPD, impairment on loans amongst others.
Appropriate IT general controls and application controls are required to ensure that such IT systems are able to process the data, as required, completely, accurately and consistently for reliable financial reporting.
The Company has put in place IT General Controls and automated IT controls to ensure the integrity, accuracy, completeness, validity and reliability of the information produced by the Company which is used for its financial reporting.
Among other things, the management also uses the information produced by the Company's IT systems for accounting and the preparation and presentation of the standalone financial statements.
Since our audit strategy included focus on key IT systems and controls relevant to our audit due to their pervasive impact on the standalone financial statements, we have determined the use of IT systems for accounting and financial reporting as a key audit matter for current year audit.
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Our key audit procedures with the involvement of our IT specialists
included, but were not limited to, the following:
? Obtained an understanding of the Company's IT related control environment and conducted risk assessment and identified IT applications, data bases and operating systems that are relevant to our audit.
? Tested the design and operating effectiveness of the Company's IT controls over the IT applications as identified above;
? Reviewed the report on the assessment of cyber security breach prepared by the management's expert and evaluated that there is no impact of the same on the financial reporting IT systems.
? Tested controls for segregations of duties around program maintenance, security administration and key business processes.
? Tested IT General Controls such as, logical access, change management and aspects of IT operational controls. Tested that request for access to systems were appropriately reviewed and authorized; tested controls around Company's periodic review of access rights; inspected requests of changes to systems for appropriate approval and authorization.
? Tested related interfaces, integration, configuration and other application layer controls identified during our audit and report logic for system generated reports relevant to the audit mainly for loans, interest income and impairment of loan assets for evaluating completeness and accuracy.
? Where deficiencies were identified, tested compensating controls or performed alternative procedures.
? Obtained appropriate written representations from the management.
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Key audit matter
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How our audit addressed the key audit matter
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3) Classification and measurement of Loans - Business model assessment and Fair valuation of loans held at fair value through
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other comprehensive income ("FVTOCI") - (Refer note 3 for material accounting policies and note 7 for financial disclosures
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in the accompanying standalone financial statements
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As at 31 March 2025, the Company has loans amounting to ^ 2,17,633.08 lakhs (31 March 2024: ^ 2,61,483.91 lakhs) that are carried
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and measured at FVTOCI in accordance with Ind AS 109.
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Financial assets, i.e. loan assets have been classified and
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Our audit procedures in relation to the business model and
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measured as per Ind AS 109, Financial Instruments.
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loans measured at FVTOCI included, but were not limited, to the
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The assessment as to how an asset should be classified is made
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following:
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on the basis of both the entity's business model for managing the
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?
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Obtained an understanding of the 'Business Model Policy
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financial asset and the contractual cash flow characteristics of
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Note' approved by the Board of Directors of the Company,
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the financial asset.
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and evaluated whether the identified loans satisfy the
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The management has assessed its business model on the basis of its approved credit policies, business plan and history of sale of loan assets wherein certain loans have been held to collect contractual cash flows (solely payments of principal and interest on the amount outstanding) and certain loans are held to collect
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conditions of Ind AS 109 for measurement at amortized cost or FVTOCI. Tested the sale of loan assets made during the year and compared with the management's plan and intent, to validate the management's conclusion for classification and measurement of loans.
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contractual cash flows and also for sale, and consequently, loans
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?
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Assessed the design and tested the operating effectiveness of
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have been classified and measured at 'amortized cost' and
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internal controls over classification of loans on the basis of
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'Fair value through Other Comprehensive Income' (FVTOCI)
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management's intent and managements' key internal controls
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respectively in accordance with principles of Ind AS 109.
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over inputs used in the valuation model.
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In measuring the fair value of loans, valuation methods are
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?
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Involved auditor's specialists and assessed whether the
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used based on inputs that are not directly observable from
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fair valuation methodology adopted by the management is
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market information and certain other unobservable inputs. The
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appropriate and tested the reasonableness of the underlying
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management has an internal team for arriving at the fair value of
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assumptions used such as discount rates, future cash flows, etc
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aforesaid loans. Such fair value is derived using discounted cash
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to estimate the fair value of the such loans. Also, on test check
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flow models wherein the key assumptions include discount rate,
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basis tested the completeness of source data and arithmetical
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adjustment for credit risk including default risk.
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accuracy of the management working.
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Given the subjectivity and degree of complexity involved in
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?
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Assessed the appropriateness and adequacy of the related
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ascertaining the business model and the fair valuation of the
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presentation and disclosures in the accompanying standalone
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aforesaid loans, relative significance of these loans to the
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financial statements in accordance with the applicable
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standalone financial statements and the nature and extent of audit
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accounting standards.
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procedures involved, we determined this to be a key audit matter.
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?
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Obtained appropriate written representations from the management
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Information other than the Financial Statements and Auditor's Report thereon
6. The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not and will 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 identified above 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.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. 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.
8. In preparing the standalone financial statements, the Board of Directors 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.
9. The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
10. 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 Standards on Auditing 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.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 with reference to financial statements 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 Board of Directors' 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; and
? 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.
12. 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.
13. 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.
14. 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.
Other Matter
15. The standalone financial statements of the Company for the year ended 31 March 2024 were audited by the predecessor auditor, S.R. Batliboi & Associates LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 29 May 2024.
Report on Other Legal and Regulatory Requirements
16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17. As required by the Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
18. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;
b) Except for the matters stated in paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 financial statements dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in, paragraph 18(b) above on reporting under section 143(3)(b) of the Act and paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and
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 (as amended), in our opinion and to the best of our information and according to the explanations given to us;
i. The Company, as detailed in note 38 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025
ii. The Company, as detailed in note 12 to the standalone financial statements, has made provision as at 31 March 2025, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;
iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed in note 86 (B)(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 86 (B)(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the 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 performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any
dividend during the year ended 31 March 2025.
vi. As stated in Note 85 to the standalone financial statements and based on our examination which included test checks, except for instances/ matters mentioned below, the Company, in respect of financial year commencing on 1 April 2024, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been 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, other than the consequential impact of the exceptions given below. Furthermore, except for instances/ matters mentioned below the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Nature of exception noted
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Details of Exception
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Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software
Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature at database level
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(i) The audit trail feature was not enabled at the database level for one loan management system to log any direct data changes.
(ii) The audit trail (edit logs) was not retained for the period 01 April 2024 to 07 July 2024 at the database level for another loan management system to log any direct data changes
The loan management systems for two other loan products are operated by third-party software service providers. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the 'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature with respect to the database of the said softwares were enabled and operated throughout the year.
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For Walker Chandiok & Co LLP
Chartered Accountants Firm's Registration No: 001076N/N500013
Khushroo B. Panthaky
Partner
Membership No.: 042423 UDIN: 25042423BMNRBP8866
Place: Nagpur Date: 19 May 2025
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