1. We have audited the accompanying annual financial statements of RLF Limited (hereinafter referred
to as the "the Company") which comprise the Balance Sheet as at 31 March 2025, the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the
Statement of Changes in Equity for the year then ended, and notes to the 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 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 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 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 matters
4. We draw attention to:
(a) Note 35 of the accompanying financial statements in connection with the amounts receivable
from certain debtors of USD 31,977.88 beyond permissible time under the Foreign Exchange
Management Act ('FEMA'). Pending filing for condonation of delay with competent authority no
adjustments are made to the accompanying financial statement for the year ended March 31,
2025.
(b) Note 41 of the accompanying financial statement in relation to the revaluation of the Land held
by the Company. The Company has adopted revaluation model under IND AS 16 - Property, plant
and equipment. Further no revaluation of the Building has been done by the management from
FY 2021-22 onwards. The management of the Company believes that the carrying value of Land
is appropriate.
(c) Note 42 of the accompanying financial statement in relation to various loans and advances
provided by the Company. The Company enters into the agreement which includes interest
@9.25% per annum. But no such income is booked by the Company in its financial statement.
(d) Note 43 of the accompanying financial statement in relation to borrowings taken by the Company.
The Company enters into the agreement which includes interest @9.25% per annum. But no such
expense is booked by the Company in its financial statement.
(e) Note 45 and 46 of the accompanying financial statement in relation to delay in payment of
statutory liabilities by the Company. Further no provision for interest and penalty has also been
recorded by the Company.
(f) Note 44 of the accompanying financial statement which state that the Company has an excess of
current liability over current assets of Rs. 117.06 lakhs also the Company incurred losses of Rs.
20.62 lakhs during the current financial year. The Management of the Company is taking various
initiatives including monetization of assets, recover of long outstanding dues, etc.
"Our opinion is not modified in respect of the above matters"
Information other than the Financial Statements and Auditor's Report thereon
5. 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 in the 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 financial statements does not cover the other information and
we will 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 identified above when it becomes available
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.
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 Financial Statements
6. The accompanying 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 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.
7. In preparing the 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.
8. 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
9. 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 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 financial statements.
10. 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 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 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 financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
11. 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.
12. 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
13. 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.
Other Matter
The comparative financial information of the Company for the year ended 31 March 2024 prepared in
accordance with IND AS included in these financial statements have been audited by the predecessor
auditor. The report of the predecessor auditor on comparative financial statements for the year ended
and as at 31 March 2024 dated 30 May 2024 expressed an unmodified opinion. Our opinion is not modified
in respect of this matter.
Report on Other Legal and Regulatory Requirements
14. 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.
15. 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 I a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
16. Further to our comments in Annexure I, 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) 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, except for the matters stated in paragraph 17(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
c) The 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) The matters described in Emphasis of Matters reported in S. No. 4(a), 4(e) and 4(f) in paragraph 4 above,
in our opinion, may have an adverse effect on the functioning of the Company;
f) 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;
g) The modification relating to the maintenance of accounts and other matters connected therewith are
as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) 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 II wherein we have expressed an unmodified opinion; and
i) 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. 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;
ii. a. The management has represented that, to the best of its knowledge and belief, other than as
disclosed in note 40(iv) to the 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 persons or entities, 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 of the Ultimate
Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note
40(v) to the financial statements, no funds have been received by the Company from any persons or
entities, 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.
iii. The Company has not declared or paid any dividend during the year ended 31 March 2025; and
iv. Based on our examination, which included test checks, the Company has used accounting softwares
for maintaining its books of account for the financial year ended March 31, 2025, 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 softwares except for privileged access to specific users to make direct
changes to audit trail setting.
Further, during the course of our audit we did not come across any instance of the audit trail feature being
tampered with in respect of accounting software.
Also. the audit trail to the extent maintained in prior year has been preserved by the company as per the
statutory requirements for record retention.
For R K Bhalla & Co
Chartered Accountants
Firm Registration No: 024798N
Sd/-
Rajat Kalsi
Partner
Membership No. 518515
UDIN: 25518515BMHYJO7921
Place: New Delhi
Date: 29.05.2025
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