We have audited the accompanying financial statements of SW Investments Limited
("the Company"), which comprises of Balance Sheet as at March 31,2025, the Statement
of Profit and Loss (including Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flow for the year then ended, and notes to the
financial statements, including a summary of material accounting policies and other
explanatory information.
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 prescribed under Section 133 of
the Act read with 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, its profit (including other comprehensive
income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit 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 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 Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
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 thereon, and we do not provide a separate opinion on these
matters. We have determined that there are no key audit matters to communicate in our
report.
The Company's Board of Directors is responsible for the preparation of other information.
The Other information comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures to the Board report, but
does not include the financial statement and our auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained during the course
of our 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
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 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
accounting principles generally accepted in India, including the Accounting Standards
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 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.
In preparing the financial statements, the 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.
Our objectives are to obtain reasonable assurance about whether the financial
statements 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 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 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 control system in place with reference to
financial statements 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 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 entity'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
upto the date of our auditor's report. However, future events or conditions may
cause the entity to cease to continue as a going concern.
• 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.
Materiality is the magnitude of misstatements in the 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 pf 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 financial statements of
the current year 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.
Report on Other Legal and Regulatory Requirements
1. Pursuant to 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
Act, we give in the Annexure "A" a statement on the matters specified in paragraphs
3 and 4 of the Order.
2. 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 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 and
records.
(c) The Balance sheet, the Statement of Profit & Loss (including other comprehensive
income), Statement of Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Account) Rules, 2014.
(e) On the basis of the written representation received from the directors as on
March 31,2025 taken on records by the Board of Directors, none of the directors
are disqualified as on March 31, 2025 from being appointed as a Directors 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 our 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 of the Act.
(h) With respect to the matters to be included in the Auditor's report in accordance with
the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and
to the best of our information and according to the explanations given to us:
i. The Company do 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 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, 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 or entity, 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 its knowledge and
belief, no funds have been received by the Company from any person or
entity, 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.
(c) Based on such audit procedures that the auditor has considered reasonable
and appropriate in the circumstances, nothing has come to our notice that
has causes us to believe that the representations under sub-clause (a) and
(b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the during the
financial year 2024-25. Accordingly, reporting under Rule 11 (f) of Companies
(Audit and Auditors) Rules, 2014 is not applicable.
vi. Based on our examination which included test checks, the Company has used
an accounting software for maintaining its books of account 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 audit
trail feature being tampered with. Additionally, the audit trail has been preserved by the
company as per the statutory requirements for record retention.
For Bagaria & CO LLP
Chartered Accountants
FRN-113447W/W-100019
Vinay Somani
Partner
Membership No. 143503
UDIN:25143503BMIBUF9443
Place: Mumbai
Date: May 27, 2025
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