We have audited the accompanying standalone financial statements of Swan Energy Limited (“the Company”),
which comprise the Balance sheet as at 31st March, 2025, the Statement of Profit and Loss (including other
comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year
then ended, and notes to the standalone financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as “the SFS”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
SFS 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 31st March, 2025, its profit including other comprehensive income, changes in
equity and its cash flows for the year ended on that date.
II. 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 SAs are further described in the ‘Auditor’s Responsibilities for the
Audit of the SFS’ 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 together with the ethical requirements that
are relevant to our audit of the SFS 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 on the SFS.
III. Key Audit Matters
Key audit matters (KAM) are those matters that, in our professional judgement, were of most significance in
our audit of the SFS of the current period. These matters were addressed in the context of our audit of the
SFS as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be communicated
in our report.
1 Key Audit Matter
Revenue recognition
(Refer Note no. 2.14 of the standalone financial statements)
Revenue is one of the key profit drivers and is therefore susceptible to misstatement. Cut-off is the key
assertion in so far as revenue recognition is concerned, since an inappropriate cut-off can result in material
misstatement of results for the year.
Auditor’s Response
We assessed the appropriateness of the revenue recognition accounting policies and applicable accounting
standards. Our audit procedures with regard to revenue recognition included testing controls in place (both
automated/manual) for dispatches/deliveries, inventory reconciliations, circularization of receivable balances,
substantive testing for cut-offs and analytical review procedures.
2 Key Audit Matter
Provision for taxation, litigation, and other significant provisions
(Refer Note no. 2.20, 6 and 33 of the standalone financial statements)
These provisions require the management to make judgements and estimates in relation to the issues and
exposures arising from a range of matters in the regular course of business. The key judgement lies in the
estimation of provisions which may differ from future obligations. Additionally, there is a risk that provisions
could be provided inappropriately that are not yet committed.
Auditor’s Response
We discussed with the management and tested the effectiveness of the controls in place for recognition of
the provisions.
We used our subject experts to perform retrospective review of prior year provisions and to assess the value
of material provisions and assessing whether there was an indication of management bias.
3 Key Audit Matter
Assessment of contingent liabilities relating to litigations and claims
(Refer Note no. 2.19 and 38 of the standalone financial statements)
The company is subject to challenges/scrutiny on range of matters relating to direct/indirect taxes, legal
proceedings etc. Assessment of contingencies requires management to make judgements and estimates,
which is inherently subjective.
Auditor’s Response
We discussed with the management and performed retrospective review of prior year judgements/estimates.
We tested the effectiveness of the controls in place for recording the contingencies. We used our subject
experts to assess the value of material contingencies and discussed the status and potential exposures with
the company’s advisors.
IV. Information Other than the SFS and Auditors’ Report Thereon
The Company’s Board of Directors is responsible for the other information, which comprise the information
included in the Company’s annual report but does not include the SFS and our auditors’ report thereon.
Our opinion on the SFS does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of SFS, our responsibility is to read the other information and, in doing so,
consider, whether the other information is materially inconsistent with the SFS 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 in
formation, we are required to report that fact. We have nothing to report in this regard.
V. Responsibility of Management for the SFS
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 SFS 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 Indian Accounting
Standards (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 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
the 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 SFS that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the SFS, 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.
VI. Auditor’s Responsibility for the Audit of the SFS
Our objectives are to obtain reasonable assurance about whether the SFS 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 SFS.
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 SFS, 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 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 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 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 SFS 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 SFS, including the disclosures, and
whether the SFS represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance (‘TCWG’) 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 TCWG 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 TCWG, we determine those matters that were of most significance in
the audit of the SFS 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.
VII. Report on Other Legal and Regulatory Requirements
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, we give in the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(A) 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 (including other comprehensive income), the
Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements (SFS) 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 March 31, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2025 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
(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
according to the explanations given to us:
a) The impact of the pending litigation as on March 31, 2025 is not expected to be material on the
financial position of the company.
b) The Company did not have any long-term contracts, including derivative contracts, for which there
were any material foreseeable losses.
c) There has been no delay in transferring amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
d) (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(s) or entity(ies),
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 the Company 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(s) or entity(ies), including foreign 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 on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed 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 (a) and (b) above, contain any material
misstatement.
e) The dividend declared or paid during the year by the company is in compliance with Section 123
of the Act.
f) Based on our examination, which included test checks, in terms of Rule 3 (1) of the Companies
(Accounts) Rules, 2014, applicable on or after 1st April, 2023, the Company has used accounting
software 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 software. Further, during the course of our audit,
we did not come across any instance of the audit trail feature being tampered with.
g) Accordingly, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 about
preservation of audit trail for record retention is not applicable for the financial year ended March
31, 2025.
h) With respect to matter to be included in the Auditor’s Report under Section 197 (16):
i) In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions
of Section 197 of the Act.
For N.N Jambusaria & CO
Chartered Accountants
Firm No.: 104030W
Nimesh Jambusaria
Partner
Place: Mumbai Membership Number.: 038979
Date: 30,h May, 2025 UDIN No.: 25038979BMIWRZ2360
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