We have audited the accompanying standalone financial statements
of Prabha Energy Limited (the 'Company') which comprise the
Balance Sheet as at March 31,2026, and the statement of Profit and
Loss (including the statement of other comprehensive income),
Statement of changes in equity and Statement of cash flows for the
year then ended, and notes to the financial statements, including
a summary of material accounting policies and other explanatory
information(herein after referred as "the standalone financial
statements").
In our opinion and to the best of our information and according to
the explanations given to us, the 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 prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2026, and its profit, total comprehensive income, the
changes in equity and its cash flows for the year then ended on that
date.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) 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 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 made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe that
the audit evidence obtained by us is sufficient and appropriate
to provide a basis for our opinion on the standalone financial
statements.
Emphasis of Matter
We draw attention to Note No. 45 in Notes to accounts of the
audited financial Statements, which describe the accounting
treatment of expenditure incurred on wells in the NK block that are
currently under the initial production phase. As stated in the said
note, in accordance with Ind AS 106 and the ICAI Guidance Note on
Accounting for Oil and Gas Producing Activities, the expenditure
incurred on such wells has been capitalised, and depletion will
commence once the reserves are established and approved as
proved and developed. Further, the sales generated during this
phase have been recognised as revenue in the Statement of Profit
and Loss.
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 for the financial year ended March 31,2026.
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 that there is no key audit matter to
communicate in our report.
Information other than Financial Statements & Auditors
Report thereon
The Company's Board of Directors is responsible for the Other
Information. The Other Information comprises the information
included in the Board's Report including Annexures to Board's
Report, Corporate Governance report and Management Discussion
and Analysis (but does not include the financial statements and
our auditor's reports thereon).
Our opinion on the standalone financial statements does not
cover the Other Information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is
materially in consistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this Other
Information; we are required to report that fact. We have nothing
to report in this regard.
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 Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, changes in equity and cash flows
of the Company in accordance with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act, for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgement and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, 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.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with Standard on Auditing,
we exercise professional judgment and maintain professional
scepticism 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 financial control relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting polices used
and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to
the related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up
to the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.
Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements 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
During the year ended March 31, 2026, the Company had sold
its investment of 3,50,000 equity shares in M/s Deep Natural
Resources Limited, representing 70% of the equity share capital of
the said company. The equity shares, having a face value of ?1 each,
were sold at a premium of ?31.25 per share. Pursuant to the said
transaction, the Company ceased to have control over M/s Deep
Natural Resources Limited. The resultant impact of the aforesaid
transaction has been recognised in the standalone financial results
for the year ended March 31,2026.
Our opinion is not modified in respect of above matters.
Report on Other Legal and Regulatory
Requirements
1. 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 are necessary for the purpose 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 the examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss
including statement of other comprehensive income
and the Cash Flow Statement, Statement of changes in
Equity dealt with by this Report are in agreement with
the books of account;
(d) In our opinion, the aforesaid Standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act;
(e) On the basis of the written representations received
from the directors as on 31st March, 2026 taken 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 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 matters to be included in the
Auditor's Report in accordance with the requirements
of Section 197(16) of the Act, as amended:
In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid/provided by the Company to its
directors during the year is in accordance with the
provisions of section 197 read with Schedule V to the
Companies Act, 2013;
(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) Rule, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending
litigations on the financial position of its financial
statements - Refer Note 34 to the 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 has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.
iv. (a) The Management has represented that,
to the best of its knowledge and belief, as
disclosed in the notes to the accounts no
funds (which are material either individually
or in the aggregate) have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), 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 by or on behalf of the Company
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(b) The Management has represented, that,
to the best of its knowledge and belief, as
disclosed in the notes to accounts, no funds
(which are material either individually or in
the aggregate) 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,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has 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 provide under (a) & (b) above
contain any material misstatement.
v. (a) The company had not proposed any final
dividend in the previous year, which was
declared and paid by the Company during
the year.
(b) The Company has not declared and paid any
interim dividend during the year and until
the date of this report.
(c) The Board of Directors of the Company has
not proposed any final dividend for the year
which is subject to approval of the members
in the ensuing Annual General Meeting.
vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31, 2026, 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 the audit
trail feature being tampered with. Additionally, the
audit trail has been preserved by the Company as
per statutory requirements for record retention.
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 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.
For Mahendra N. Shah & Co.
Chartered Accountants
FRN 105775W
CA Dhwanil C. Shah
Partner
Date: 22nd May, 2026 M. No. 606965
Place: Ahmedabad UDIN:26606965JUMEDX8996
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