We have audited the accompanying standalone financial statements of Regal Entertainment &
Consultants Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity, the Statement of Cash Flows and notes to the standalone Ind AS financial
statements, for the year ended on that date, and a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as "the standalone financial
statements").
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 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, 2025, the Profit and total comprehensive income, changes in equity and its cash flows
for the year ended on that date except mentioned in "Basis for qualified opinion para as given
below".
Basis for qualified opinion
We have sought and obtained all the information and explanations except as mentioned in basis
of qualified opinion paragraph, which to the best of our knowledge and belief were necessary
for the purposes of our audit.
1. Company has not complied with the provisions of RBI Act regarding filing of various
returns/certificate as required to file by NBFC for earlier years.
2. We are not able to verify the Investments (18.73 lakhs) made in shares and securities, as
management has not provided us with the demat statement and other related documents. We
are not able to express our opinion on the same.
3. The Company having liability of Rs. 81.42 Lacs as SOP fine/penalty payable to BSE. However,
no provision has been made by the company in the books of account. We are not able to express
our opinion on the same
4. Company has not appointed internal auditor as required under section 138 of Companies Act
2013.
We conducted our audit of the 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 Responsibility 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 ("ICAI") together with
the ethical requirements that are relevant to our audit of the 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
audit opinion on the financial statements.
Emphasis of matter
The Company has entered into an assignment agreement with third party for loans realization
amounting to 188.48 for consideration of Rs. 230.86 lacs. Excess amount Rs.42.38 lacs shown
under Interest income. We are not able to express our opinion on the same.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion there
on, and we do not provide a separate opinion on those matters.
In our opinion and according to the information and explanation given to us, there were no key
audit matters which required to be reported.
Management's Responsibility 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 Ind AS financial statements that give a
true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India, including 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 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 the 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
standalone Ind AS 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 Ind AS 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 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 Ind AS 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 Ind AS
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 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 controls.
• 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 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 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 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 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 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 Matters
The Statement includes the results for the quarter ended March 31, 2025 being the balancing
figure between the audited figures in respect of the full financial year ended March 31, 2025 and
the published unaudited year-to-date figures up to the third quarter of the current financial
year, which were subjected to a limited review by us, as required under the Listing Regulations.
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 A', 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, based on our audit 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 including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in
agreement with the relevant books of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting
Standards (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 March 31, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
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 with reference to these standalone Ind AS financial statements and the operating
effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;
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 explanations 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.
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 does not have any pending litigation which would impact its financial position
in its financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses under the applicable law or accounting standards;
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's representation and to the best of our knowledge and belief, 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 or entity, including foreign entity ("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 its knowledge and belief, 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 or entity, including foreign entity ("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;
(c) Based on the 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.
(d) The Company has not paid or declared any dividend during the year and until the date of
report; hence, Compliance in accordance with section 123 of the Act is not applicable.
(e) Based on our examination, the company has used an accounting software for maintaining of its
Books of Accounts which have the feature of recording audit trail (edit log) facility in terms of
the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, but the Company has not
activated the feature of recording audit trail (edit log) facility during the period under review.
For DBS & Associates
Chartered Accountants
ICAI Registration No. 018627N
Sd/-
Place: Mumbai Roxy Teniwal
Date: May 29, 2025 Partner
UDIN: 25141538BMUJUE4226 M. No. 141538
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