SHIVOM INVESTMENT & CONSULTANCY LIMITED Report on the Audit of the Standalone Financial Statements Disclaimer of Opinion
I have audited the accompanying standalone financial statements of SHIVOM INVESTMENT & CONSULTANCY LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March 2026, the statement of Profit and Loss (including other comprehensive income), the 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 significant accounting policies and other explanatory information.
I do not express an opinion on the accompanying financial statements of the entity. Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of my report, I have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for Disclaimer of Opinion
1. I draw attention to the fact that pursuant to the approved Resolution Plan under the Insolvency and Bankruptcy Code, 2016 (“IBC”), substantial restructuring of the equity share capital of the Company, including cancellation/reissuance of existing shares, allotment of shares to unsecured financial creditors and fresh issue of shares to the Resolution Applicant, is under implementation and pending approvals/procedural formalities with Stock Exchange(s), NSDL/CDSL and other regulatory authorities. Accordingly, the consequential effects thereof have not yet been reflected in the demat holdings/shareholding pattern as at 31 March 2026.
2. I further draw attention to Note_to the financial statements, which states
that pursuant to the approval of the Resolution Plan by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench-IV, vide its order dated 18 August 2025, the Company has ceased carrying on NBFC activities and has applied for surrender of its Certificate of Registration as a Non-Banking Financial Company (NBFC).
3. The accompanying financial statements have been prepared/restated in accordance with the applicable Indian Accounting Standards (Ind AS) and the requirements of Schedule III to the Companies Act, 2013. However, based on the Company's listed status, Ind AS was applicable to the Company in earlier years as well. Accordingly, the financial statements of the previous periods were not prepared in compliance with the applicable Ind AS framework, and the impact, if any, arising from such non-compliance in prior periods has not been determined.
4. As informed to me, the process of handover and transition of management pursuant to implementation of the Resolution Plan has not completed yet and the current management does not presently have complete access to all historical books of account, records, agreements, supporting documents and other relevant information pertaining to certain assets and liabilities of the Company. Consequently, the management is in the process of carrying out detailed verification, reconciliation and fair valuation of assets and liabilities under applicable Ind AS provisions. The consequential accounting impact, adjustments and disclosures, if any, arising from such exercise have not yet been fully determined and incorporated in the accompanying financial results.
5. In view of the significance of the matters stated above and in the absence of sufficient appropriate audit evidence including agreements with the parties to which the loans were given in the earlier years, valuation, classification and consequential financial effects of the aforesaid matters, I am unable to determine the adjustments, disclosures or possible effects that may be required in the accompanying financial results.
I conducted my audit of standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of my report. I am 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 my audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained are not sufficient and appropriate to provide a basis for my opinion.
Information other than the financial statements and auditors’ report thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s Report including Annexures to the Director’s Report, but does not include the standalone financial statements and my auditor’s report thereon.
My opinion on the standalone financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.
In connection with my audit of the standalone financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or my knowledge obtained during the course of my audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I are required to report that fact. I 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 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 Ind AS specified under section 133 of the Act. 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 are 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 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.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
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, I 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, I report that:
a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief are necessary for the purposes of my audit.
b) In my opinion, proper books of account as required by law have been kept by the Company except the qualifications mentioned above so far as it
appears from my examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In my opinion, the aforesaid financial statements does not comply with the Ind AS 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 the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to my separate Report in ‘Annexure B’.
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 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 my opinion and to the best of my information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.
iii. There is no amounts which is 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 it’s 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 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, 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 it’s knowledge and belief, no funds 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, 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to my 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 mis-statement.
v. No dividend have been declared or paid during the year by the company.
vi. Erstwhile management, Resolution professional of the company has not used such accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all transactions recorded in the software. Since the accounting software with audit trail has not been used, the question of it being tampered with and preserved by the company does not arise.
For S Parth & Co.
Chartered Accountants
Firm Registration Number: 154463W
(CA Parth Shah)
Proprietor
Membership Number: 198530
UDIN: 26198530M FCDLD8455
Date: 30-05-2026
Place: Ahmedabad
|