We have audited the accompanying financial statements of M/s Vdeal System Limited ("Formerly
Known as Vdeal System Private Limited) which comprise the Balance Sheet as at 31st March 2025,
the statement of Profit & Loss and the statement of Cash Flow for the year then ended, and notes to the
financial statements, including a summary of significant 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 accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profits and
cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. 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 requirement that are relevant to our audit of the
Financial Statement under the provisions of the Act and the rules there under, 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.
Key Audit Matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statement for the current period. These matters were addressed in the context
of our audit of financial statement as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have not determined any matters as Key audit matters
to be communicated in our reports.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board's Report including Annexure to the
Board Report, Business Responsibility Report but does not include the financial statements and our
auditor's report thereon. Our opinion on 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 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 therein,
we are required to report the matter and take necessary actions, as applicable under relevant laws and
regulations. We have nothing to report in this regard.
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 the 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 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 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.
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In preparing the 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.
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 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 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 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 financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
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 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.
Our conclusion is not modified in respect of above matters.
We draw attention to Note 50 to the standalone financial statements in relation to outstanding balances
of loans and advances, Trade Receivables, Trade Payables, and other Advances which are subject to
confirmation and subsequent adjustments, if any.
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 Act, we give in "Annexure
A", a statement on the matters specified in the paragraph 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.
c) The Balance Sheet, the Statement of Profit and Loss 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 financial statements comply with the Accounting Standards
specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules,
2014.
e) On the basis of written representations received from the directors, as on 31sl March 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st
March, 2025 from being appointed as a director in terms of Section 164(2) of the Companies
Act, 2013.
f) With respect to the adequacy of the internal financial controls over financial reporting of
the company and the operating effectiveness of such controls, refer to our separate Report
in Annexure 'B'. Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company's internal financial controls over financial
reporting.
(B) 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 our opinion and to the best of
our information and in accordance to the explanations given to us;
a) The Company does not have any pending litigations as at 31sl March 2025 which would
impact its financial position except as mentioned in the Financial statement;
b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and
c) There has been no need to transfer any amount which required to be transferred, to the
Investor Education and Protection Fund by the Company.
d) (i) 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) during the year by the Company to or
in any other persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of Company or
• Provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.
(ii) The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the company from any persons or 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 ("Ultimate Beneficiaries") by or on behalf of the funding party
or
• Provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that
representations under sub clause (d)(i) and (d)(ii) contain any material misstatement.
(iv) The Company has not declared or paid any dividend during the year.
(v) The reporting under Rule 11(g) of the companies (Audit & Auditor) Rules, 2014 is
applicable from 1 April 2023.
The feature of recording audit trail (edit log) facility was not enabled at the database level to log
any direct data changes for the accounting software used for maintaining the books of accounts.
The feature of recording audit trail (edit log) facility was not operated throughout the year for all
relevant transactions recorded in the respective software.
(C) With respect to the matters to be included in the Auditor's Report under section 197(16) of the
Act:
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 the Act.
For Agrawal Uma Shankar & Co.
(Chartered Accountants)
Firm's Registration No.: 326700E
CA Uma Shankar Agrawal
(Partner)
Membership No: 066497
UDIN No.: 25066497BMHFZC3821
Place: Kolkata
Date: 29/05/2025
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