We have audited the accompanying Standalone financial statements of McLeod Russel India Limited (hereinafter referred to as the
"Company"), which comprise the balance sheet as at March 31, 2025, the statement of profit and Loss, statement of changes in
equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies (hereinafter referred to as the "financial statements").
In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters
described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act ('Ind AS') and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2025, and it's loss, other comprehensive Income, cash flow and the
changes in equity for the year ended on that date.
Basis for Adverse Opinion
Attention is invited to the following notes of the financial statements:
a) Note no. 56(a) dealing with Inter Corporate Deposits (ICDs) aggregating Rs. 2,86,050.45 lakhs (including Interest of Rs.
9.941.50 lakhs accrued till March 31,2019) as on March 31,2025 given to promoter group and certain other entities which are
doubtful of recovery and considering recoverability etc. are prejudicial to the interest of the company. Provision of Rs.
1.01.039.50 lakhs had been made there against in the earlier year. In absence of ascertainment of the shortfall against the
remaining amount and the resultant provision thereagainst, the loss for the year is understated to that extent. Impacts in this
respect have not been ascertained by the management and recognised in these financial statements;
b) Note No. 36.2 regarding non-recognition of Interest of Rs. 12,453.63 lakhs (Including Rs. 222.37 lakhs for the year) on loans,
Inter Corporate Deposits and other amounts accepted by the company and thereby the loss for the year is understated to that
extent and non-determination of interest and other consequential adjustments/disclosures in absence of relevant terms and
conditions in respect of certain advances being so claimed by customers as stated therein. Further, as stated in Note no. 60(a)
and 60(b), penal/compound interest and other adjustments in respect of borrowings from Asset Reconstruction Companies
('ARCs'), a Bank and loans, ICDs etc.. have not been recognised and amount payable to lenders and other parties as recognised in
this respect are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of
amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be
commented upon by us;
c) Note no. 59 regarding non-determination of fair value of the Property, Plant and Equipment, Capital Work in Progress and
Investment in subsidiary and impairment if any to be recognized thereagainst for the reasons stated in the said note.
Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us;
d) Note no. 61 regarding non reconciliation/ disclosure of certain debit and credit balances with individual details and
confirmations etc. including borrowings and interest thereupon as dealt with in Note no. 60. Adjustments/ Impacts with respect
to these are currently not ascertainable and as such cannot be commented upon by us;
e) Note no. 60(c) regarding non-determination and recognition of amount payable in respect of lease rent for office premises.
Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not
been ascertained and as such cannot be commented upon by us;
f) Note no. 60(d) dealing with statutory liabilities outstanding as at the end of the period and non-determination of adjustments
including interest as stated in the said note to be given effect to in this respect. Pending final determination of amount,
adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be
commented upon by us;
g) As stated in Note no. 56(b) of the financial statements, the predecessor auditor pertaining to financial year ended March 31,
2019 in respect of loans included under Para (a) above have reported that it includes amount given to group companies
whereby applicability of Section 185 could not be ascertained and commented upon by them. They were not able to ascertain if
the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with
paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported were in the nature of book entries
and/or are prejudicial to the interest of the company. Moreover, in case of advance of Rs. 1,400 lakhs to a body corporate which
had subsequently been fully provided for, appropriate audit evidences as stated were not made available. These amounts are
outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including
utilization thereof and being prejudicial to the interest of the company are valid for periods subsequent to March 31, 2019
including current year also. The promoter companies have not been considered as related parties and therefore transactions and
outstanding from them have not been disclosed separately in the financial statements. As represented by the management, the
parties involved are not related parties requiring disclosure in terms of said Indian Accounting Standard and provisions of
Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company. The matter
as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter under
examination we are unable to ascertain the non-compliances in this respect and comment on the same.
We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the Auditors' 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 and provisions of the
Companies Act, 2013 that are relevant to our audit of the financial statements in India under the Companies Act, 2013, and we have
fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Companies act, 2013.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.
Material Uncertainty Related to Going Concern
Attention is drawn to Note no. 58 of the financial statements dealing with going concern assumption for preparation of financial
statement of the Company. The Company's current liabilities have exceeded its current assets and operational losses incurred have
affected significantly the net worth of the company. The current affairs of the company including the matters forming part of and
dealt with under Para (a) of Basis for Adverse Opinion Para above have further impact to a significant extent on the net worth of the
company. Loans given to the promoter group and certain other entities in earlier years have mostly been utilized for providing
financial support to a promoter group company in respect of which resolution plan approved by Hon'ble National Company Law
Tribunal (NCLT'), Kolkata pursuant to CIRP proceedings is under implementation and the amounts outstanding and lying unpaid are
doubtful of recovery. Non-payment of these and operational losses incurred by the company have resulted in insufficiency of the
company's resources for meeting its obligations. Amounts borrowed and interest thereupon could not be repaid as stipulated and
other obligations including statutory and employees' related dues including arrears of the provident fund dues demanded by the
authorities could not be met as well.
The lender banks (excepting one) as stated in Note no. 57 of the financial statements have assigned their debt owed by the company
to them to National Asset Reconstruction Company Limited ('NARCL'), an Asset Reconstruction Company (ARC') (over and above the
amount already assigned earlier to an another ARC). Resolution Plan for restructuring the company's debt as stated in Note no. 58
have been submitted to the NARCL and for the remaining amount will be submitted as dealt in the said note in due course of time and
resolution required is dependent upon company's proposal being accepted by the lenders. The circumstances, prevailing situation
and conditions indicate the existence of a material uncertainty about the Company's ability to continue as a going concern. However,
the financial results of the Company due to the reasons stated in Note no. 58 have been prepared by the management on a going
concern basis, based on the management's assessment of the expected successful outcome of the resolution proposal under
consideration as stated above and those to be submitted to in respect of the remaining amount of the debt and consequential
restructuring/ settlement of the amount payable against the entire amount of the borrowings and costs related thereto as per Note
no. 58 to a sustainable level and tenure, so that to ensure liquidity in the system over a period of time including as stated by the
management by way of asset monetization, promoters' contribution etc. for carrying out the operations including repayment of the
debt, and meeting liabilities and other statutory obligations of the company. The ability to continue as a going concern is dependent
upon arriving at a suitable resolution duly accepted by the lenders with respect to the company's borrowing as expected as on this
date and/or timely implementation thereof. Further, employees', statutory and other liabilities including for which demands have
been raised by the authorities are required to be settled and/or agreed upon for payment over a period of time. In the event of the
management's expectation and estimation in this respect, not turning out to be feasible in future, validity of assumption for going
concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be
material, as such presently cannot be commented upon by us.
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 year. 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. In addition to the matter described in the
Basis for Adverse Opinion section of our report, we have determined the matters described below to be the key audit matters to be
communicated in our report.
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Key Audit Matters
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Addressing the key audit matters
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Valuation of Biological Assets, Agricultural produce and Finished goods
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Biological assets of the Company comprising of unharvested
green tea leaves on tea bushes and the agricultural produce
comprising of harvested green leaves are valued at fair value
less cost to sell at the point of harvest. Unharvested tea leaves
on tea bushes at the year end are determined on the basis of
normal cycle for plucking.
In respect of harvested or unharvested green leaves, since there
is no active market for own leaves, estimates are used by
management in determining the valuation.
Finished goods produced from agricultural produce i.e. Black
Tea are valued at lower of cost arrived at by adding the cost of
conversion to the fair value of agricultural produce and the net
realisable value.
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Our Audit procedures based on which we arrived at the
conclusion regarding reasonableness of valuation includes the
following:
• Obtaining an understanding of the production cycle, fair
value measurement methodologies used and assessing the
reasonableness and consistency of the significant
assumptions used for determination and valuation thereof;
• Evaluating the design and implementation of Company's
controls concerning the valuation of biological assets and
agricultural produce;
• Assessing the basis, reasonableness and accuracy of
adjustments made to prices of green leaves purchased from
outside suppliers considering the quality differential of the
Company's production.
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Key Audit Matters
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Addressing the key audit matters
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The principal assumptions and estimates in the determination
of the fair value include assumptions with respect to
production cycle, yields, prices of green leaf purchased from
third parties and the stage of transformation. These
assumptions and estimates require careful evaluation by
management.
Given the nature of Industry these assets and valuation thereof
are significant to the operation of the company.
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• Assessing the yields and cycle of production to analyse the
stage of transformation considered for the determination
and fair valuation of biological assets;
• Due to multiple location of estates, it was not possible to
participate in the physical verification of inventory of
finished goods i.e. Black Tea and therefore, the following
alternate procedures confirming the year end
determination of Inventory were applied:
- In respect of verifications being carried out by the
management and/or by the Independent firm of
Chartered Accountants, we reviewed the reports
submitted for the verification along with workings and
supporting details and obtained reasons/explanation
for variations observed with respect to book stock; and
- Reliance has been placed on management's
representation and evidences provided for subsequent
production, dispatches and collections thereagainst.
• We examined the valuation process/methodology and
checks being performed at multiple levels with due
recognition of principle of materiality to ensure that the
valuation is consistent with and as per the policy followed in
this respect.
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Recognition of Deferred Tax Assets (Note no. 11.1 of the Standalone financial statements)
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Deferred tax Asset include MAT Credit Entitlement of Rs.
1,398.70 lakhs being carried forward in the financial
statements as at March 31,2025.
Further, Deferred Tax Assets in respect of MAT Credit
Entitlement, Provision against inter corporate deposits and
other receivable and carried forward losses aggregating to Rs.
19,287.25 lakhs for reasons stated in Note no. 11.1 pending
determination of the amount thereof considering the principle
of prudence has not been recognized in the financial
statements. Deferred Tax estimated to be reversed during the
tax holiday period has been ignored for the purpose of
computation.
The analysis of deferred tax has been identified as a key audit
matter because this involves judgement regarding future
profitability, allowability of tax deductions which are based on
assumptions and projections for future period which is
inherently uncertain.
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Our Audit procedures based on which we arrived at the
conclusion regarding reasonableness of the accounting effect
and disclosures of the Deferred Tax Assets include the
following:
• Utilisation of Deferred tax assets have been tested on the
basis of internal forecasts prepared by the Company and
probability of future taxable income;
• Critical review of the underlying assumptions for
consistency for arriving at reasonable degree of probability
on the matters;
• Due consideration of principle of prudence especially amidst
the Debt restructuring process and other group level
restructuring and related uncertainties;
• Requirement of Ind AS 12 "Income Taxes" and application
thereof and disclosures made in the financial statements for
ensuring the compliances on the matter; and
• Reliance has been placed on management's assumptions for
possible outcome vis-a-vis resolution plan under
consideration of lenders.
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Going Concern Assumption (Note no. 58 of the Standalone financial statements)
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The Company's current liabilities have exceeded current assets
by Rs. 3,03,098.72 lakhs as on March 31, 2025. Funds
obtained by borrowings in the past and utilized for providing
funds to other companies became unserviceable primarily due
to non-repayment of outstanding amounts by those
companies. Further, adjustments arising in respect of the
matters dealt with under Basis for Adverse Opinion Section may
have significant impact on the net worth of the company. The
Company was unable to discharge its obligations for
repayment of loans, statutory, employee related and other
liabilities.
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Our audit procedures included testing management's
assumptions on the appropriateness of the going concern
assumptions and reasonableness of the assumptions used,
focusing in particular the operational prospects, costs and
other efficiencies, possibilities of resolution with respect to
borrowings and other sources of funding and among others,
following procedures were applied in this respect:
• Review of the Resolution proposals lying for decision with
the lender and reports on the Company's valuation carried
out by the Independent Valuer appointed by the lenders.
This includes review of:
- Core operations of the company and management
expectation of sustainability thereof;
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Key Audit Matters
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Addressing the key audit matters
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The availability of sufficient fund and the company's ability to
continue meeting it's financial, statutory and other obligations
as and when falling due for payment are important for the
going concern assumption and, as such, are significant aspects
of our audit.
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- Minutes of the meetings of the Company with the
consortium of lenders;
- Deal documents detailing expression of interest for
acquisition of the company's debt by an ARC;
- Broad consistency with respect to assumptions etc. for
possible valuation of the business and tea estates,
system and operating results and operational
efficiencies and management's forecast and outlook;
and
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- Management's actions, information system and
controls with respect to operational costs and
realisations thereagainst supporting the cash flow
projections of the company and sustainability thereof
vis-a-vis company's obligations and plans of action
towards statutory, employee related and other dues of
the company.
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• Placing reliance on management's assumptions and
expectation of possible outcome of the resolution proposals
under consideration of lenders; and
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• Review of disclosures made by the management in the
financial statement to ensure compliances in this respect.
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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 Report of the
Directors and the annexures thereto (including Management Discussion and Analysis, Report on performance and financial position
of the subsidiaries and joint ventures, Report on Corporate Governance, Annual Report on CSR Activities, Conservation of energy,
technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but
does not include the Standalone financial statements and our auditors' report thereon. The other information as stated above is
expected to be made available to us after the date of this Auditors' Report.
Our opinion on the standalone 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 standalone 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
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
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 Companies Act, 2013 ("the Act") with
respect to the preparation and presentation of these financial statements that give a true and fair view of the state of affairs (financial
position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes
in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the
Indian 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 statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
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 Company's Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
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 auditors' 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 Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system 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 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 auditors' 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 auditors'
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.
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
auditors' 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
• We did not audit the financial statement/ information of one overseas office included in the standalone financial statement of
the Company whose financial statement/financial information comprising of expenses to the extent of Rs. 0.80 lakhs has been
incorporated therein based on Statement of Accounts audited by an Independent firm of Chartered Accountants. The impact in
this respect is not material since this reflects total assets of Rs. 4.55 lakhs as at March 31,2025 and the total revenue of Nil for the
year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is
based solely on the report of Chartered Accountant.
• Attention is invited to Note no. 9.1 of the financial statement dealing with payment of managerial remuneration held in trust for
which approval of lenders as per the provisions of Companies Act' 2013 have not yet been obtained and resultant amount lying
overdue, pending recovery thereagainst as on this date.
• Our opinion is not modified in respect of above matters.
Report on Other Legal and Regulatory Requirements
1. As regards to the matters to be inquired by the auditors in terms of Section 143(1) of the Act, we report that Inter corporate
Deposits as stated in Para (a) of Basis for Our Adverse Opinion Section of this report due to reasons stated therein are prejudicial
to the interest of the company. This includes ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (g) of Basis for
Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were
subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the
interest of the company. These amounts are outstanding as on March 31,2025. The matter as stated in Para (g) of Basis for
Adverse Opinion Section of this report is under examination by relevant authorities and final outcome thereof is awaited as on
this date.
2. 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 except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion
section above obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid financial statements;
b) Except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above and matters
stated in para 4(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended),
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, returns and the reports of the other auditors;
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and
the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the financial statements;
d) Due to the significance of the matters described in the Basis for Adverse Opinion section above, in our opinion, the
aforesaid financial statements do not comply with the requirement and provisions of Ind AS specified under Section 133
of the Act;
e) The matters described in the Basis for Adverse Opinion section above especially those relating to non-determination of
shortfall in recovery against loans, intercorporate deposits etc. and resultant non-provision thereagainst as stated in Para
(a) and (g) of that section, provision/non-determination for interest and other terms and conditions in respect of the
borrowings etc. as stated in Para (b) pending confirmation from lenders, impairment in the value of Property, Plant and
Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary as stated in Para (c), non¬
determination of adjustments including interest against statutory liabilities as stated in Para (f) and Material Uncertainty
Related to Going Concern assumption pending resolution of the company's borrowings, 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 as on March 31,2025 and taken on record by the
Board of Directors of the Company, none of the directors of the Company are disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164 (2) of the Act;
g) The adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the
Basis for Adverse Opinion section above and in Para 4(vi) below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended); and
h) With respect to the adequacy of the internal financial controls with reference to financial statements and the operating
effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses qualified opinion on the
adequacy and operating effectiveness of internal financial controls with reference to financial statements of the
Company's internal financial controls with reference to financial statements.
3. As required by the Companies (Auditors' 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 B" a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable which is subject to the possible effect of the matters described in the
Basis for Adverse Opinion paragraph of our Audit Report and the material weakness described in Basis for Qualified Opinion in
our separate Report on the Internal Financial Controls with reference to financial statements.
4. With respect to the other matters to be included in the Auditors' 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 financial statements has disclosed the impact of pending litigations on its financial position of the Company - Refer
Note no. 41 to the financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on long-term contracts;
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 (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 received by the Company from any person or entity, including foreign
entity ("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 the audit procedures and generally accepted auditing practices followed in terms of SAs 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. However, in respect of the earlier years transactions dealing with loans and
advances, securities, guarantees, etc. as given in those years which are forming part of the Basis for Adverse Opinion
as given above, we are unable to ascertain and/or comment as required under this para;
v. The company has not declared any dividend during the year thereby reporting under Section 143(11)(f) is not applicable
for the company; and
vi. (a) Based on the verification carried out by us which included test checks and samples, the Company has used two
accounting softwares, viz Oracle Financials (Oracle) and Navision, for maintaining its books of account for the year
ended March 31,2025 which have the feature of recording audit trail (edit log) facility. The Edit Log feature in case of
Oracale as stated in Note no. 62 was enabled and operated throughout the year for all relevant transactions at
application level except for certain specified applications as stated in the said note. However, the Edit log feature was
not enabled in case of Navision. Further, edit log facility at database level was not enabled to log any direct data
changes throughout the financial year.
(b) In respect of the above software's, where the edit log facility was enabled to the extent accessible, we however, have
not come across any instance of the same being tampered with.
(c) Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered
with and the said audit trail has been preserved by the Company as per the statutory requirements for record
retention.
5. With respect to the reporting under section 197(16) of the Act to be included in the Auditors' Report, in our opinion and
according to the information and explanations given to us, the remuneration paid by the Company to its Managing Director
during the current year is not in accordance with provisions of Section 197 of the Act and accordingly such remuneration paid
pending necessary approval etc. as given in Note no. 9.1 has been held by them under Trust and disclosed under Loans and
Advances in the financial statement.
For Lodha & Co LLP,
Chartered Accountants
Firm's ICAI Registration No.:301051E/E300284
Vikram Matta
Partner
Place: Kolkata Membership No: 054087
Date: May 29, 2025 UDIN: 25054087BMNWES4046
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