Career Point Edutech Ltd Auditor Reports

The Members of Career Point Edutech Limited,

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Standalone financial statements of

CAREER POINT EDUTECH LIMITED (the “Company”), which comprise the Balance Sheet as at 31st March 2025 and the Statement of Profit & Loss Account (Including other Comprehensive Income), the Statement of Changes in Equity and the statement of Cash Flows for the year ended 31st March 2025, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 the 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, the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We had 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 Auditors Responsibilities for the Audit of the Standalone 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 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 audit opinion.

EMPHASIS OF MATTERS We draw your attention to: a) Note No. 47 of the standalone financial statements, which describes a significant transaction undertaken during the year in pursuant to a Composite Scheme of Arrangement involving the Company and its group entities. The said Scheme was approved by the Board of Directors of the Holding Company “Career Point Limited”, in its meeting held on 14th February 2023 and was subsequently sanctioned by the Honble National Company Law Tribunal, Chandigarh Bench, through its final order dated 23rd September 2024, passed under Sections 230 to 232, read with Section 66 and other applicable provisions of the Companies Act, 2013, in Company Petition CP (CAA) No. 9/CHD/PB/2024. The Scheme provided for the demerger of the education business undertaking (“Demerged Undertaking”) from Career Point Limited (the Demerged Company) into Career Point Edutech Limited (the Resulting Company i.e. the reporting entity), and the amalgamation of Srajan Capital Limited, a wholly owned NBFC subsidiary, with Career Point Limited (the Transferee Company). The Appointed Date for giving effect to the Scheme was determined as 1st April 2023, and the Scheme became effective upon filing of the NCLT order with the respective Registrars of Companies.

The Company has accounted for the impact of the Scheme in accordance with Indian Accounting Standard (Ind AS) 103 Business Combinations, read with Appendix C, which deals with common control transactions. Accordingly, the pooling of interests method has been applied. Under this method, the assets and liabilities transferred to the Company from the Demerged Undertaking have been recorded at their respective historical carrying values as appearing in the books of the Demerged Company, without any adjustments to reflect fair values or to recognize goodwill. Further, since the transaction qualifies as a business combination under common control, the standalone financial statements of the Company have been restated retrospectively as if the demerger had occurred at the beginning of the earliest comparative period presented. Consequently, the financial results for the year ended 31st March 2024 have been restated to give effect to the demerger from 1st April 2023, the Appointed Date.

The NCLT, in its detailed order, confirmed that all necessary procedural and statutory requirements had been duly complied with, including service of notices to key regulatory authorities such as the Registrar of Companies (ROC), Regional Director (RD), Official Liquidator (OL), Income Tax Department, Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), National Stock Exchange (NSE), and Bombay Stock Exchange (BSE). Notably, no adverse observations were received from any of the statutory authorities, and the shareholders of the Demerged Company approved the Scheme with a voting approval of over 99.99% in favour. The NCLT observed that the Scheme is in compliance with applicable legal requirements and is not prejudicial to the interests of creditors, shareholders, or the public at large. The order further provided that all benefits, liabilities, contracts, proceedings, and employees pertaining to the Demerged Undertaking stand transferred to and vest in the Resulting Company, with effect from the Appointed Date, on a going concern basis.

Further, for the purpose of giving effect to the Scheme in the standalone financial statements, the Company has accounted for the assets and liabilities of the Demerged Undertaking based on the carrying amounts as provided by the management of the Holding Company as on the Appointed Date. Our audit was limited to the accounting and presentation of such balances as per the Scheme. We have not independently verified the underlying books or records of the Demerged Undertaking and have relied on the managements representations and information for the carrying values of the assets and liabilities transferred. b) We draw attention to Note No. 31 of the standalone financial statements, which pertains to the ongoing arbitration proceedings between the Company and Rajasthan Skill and Livelihoods Development Corporation (RSLDC) regarding the DDU-GKY project. The dispute originated from the invocation of a bank guarantee of Rs. 54.22 lakhs and a demand of Rs. 334.76 lakhs raised by RSLDC upon termination of the project. The Company, having received Rs. 216.90 lakhs as the first instalment and having incurred Rs. 371.75 lakhs, challenged the invocation and the demand through proceedings under Section 9 of the Arbitration and Conciliation Act, 1996. Pursuant to the order dated 17 March 2025, the Honble Arbitrator ruled partly in favour of the Company by quashing the said recovery notice and awarding (i) Rs. 54.22 lakhs against the bank guarantee, (ii) Rs. 100 lakhs towards investment, and (iii) Rs. 8 lakhs towards litigation costs, along with simple interest at 9.25% p.a. from the date of award if unpaid within 30 days. Management, based on legal advice and facts of the case, continues to consider the receivable of Rs. 213.41 lakhs as fully recoverable.

These matter are adequately disclosed in the accompanying standalone financial statements.

Therefore our opinion is not modified in respect to above matters.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Business Combination Under Common Control Demerger of Education Undertaking

[Refer to Note 47 to the Standalone Financial Statements]

Pursuant to the Order dated September 23, 2024, passed by the Honble National Company Law Tribunal, Chandigarh Bench, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, a Composite Scheme of Arrangement was approved involving the demerger of the education business undertaking (“Demerged Undertaking”) from Career Point Limited (the Demerged Company) into its wholly owned subsidiary, Career Point Edutech Limited (the Resulting Company and reporting entity). The Appointed Date for giving effect to the Scheme was fixed as April 1, 2023.

As a result of the demerger, the Company accounted for the transaction as a common control business combination in accordance with Appendix C of Ind AS 103 Business Combinations, which governs accounting for transactions under common control. The pooling of interests method was applied to account for the transaction. The transaction required the retrospective restatement of the Companys financial statements from the appointed date, April 1, 2023, to reflect the effect of the demerger, including the recognition of assets, liabilities, and reserves pertaining to the Demerged Undertaking. Furthermore, the Company has allotted 1,81,92,939 fully paid-up equity shares to the eligible shareholders of the Demerged Company in accordance with the Scheme, resulting in the recognition of negative capital reserve of 253.45 Lakhs directly in Other Equity.

Given the magnitude of the restructuring, the retrospective restatement, and the complex application of Ind AS 103, this matter has been identified as a Key Audit Matter due to its complexity and the judgment involved in applying the appropriate accounting treatment. Our audit procedures involved evaluating the Companys compliance with the Scheme and the related accounting standard, and verifying the accuracy of the accounting treatment adopted.

Audit Procedures Performed:

1. We obtained an understanding from management and assessed the design and operating effectiveness of the internal controls implemented by the Company relating to the accounting and recognition of the business combination arising out of the demerger approved under the Composite Scheme of Arrangement.

2. We reviewed the NCLT Order dated September 23, 2024, and traced the accounting treatment of the demerger in the standalone financial statements of Career Point Edutech Limited. We ensured compliance with the terms of the Scheme and Ind AS 103, including Appendix C, which governs transactions under common control.

3. We verified the transfer and recognition of assets, liabilities, and reserves pertaining to the education business undertaking by comparing them with the underlying books of account, audited financial statements, and the trial balances of the Demerged Undertaking as of the appointed date (April 1, 2023).

4. We recomputed and independently verified the merger entries recorded under the pooling of interests method, including the restatement of comparative figures for FY 2023 24. We confirmed that the assets and liabilities were recorded at their historical carrying values without any revaluation or recognition of goodwill.

5. We reviewed managements computation of any adjustments made directly in equity, including the amount credited to capital reserve, and validated the consistency of the treatment with Ind AS 103, Appendix C.

6. We evaluated the Companys judgment that the transaction qualifies as a business combination under common control and concluded that the accounting treatment adopted is appropriate based on the control structure and substance of the transaction.

7. We assessed the adequacy and appropriateness of the disclosures made in Note 47 of the standalone financial statements, including those related to the impact on the current and comparative period financial results, the accounting policy adopted, and the components transferred under the Scheme.

Conclusion:

Based on the audit procedures performed, we conclude that the accounting for the demerger of the education business undertaking from Career Point Limited into Career Point Edutech Limited has been appropriately carried out in accordance with Appendix C of Ind AS 103 Business Combinations. The financial statements reflect the demergers effect in a manner consistent with the Scheme approved by the NCLT, and the accounting treatment, including the application of the pooling of interests method, is in accordance with the relevant accounting standards.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. 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. When we read Other Information, if we conclude that there is a material misstatement therein, 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 STANDALONE FINANCIAL STATEMENTS

The Companys 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 standalone financial statements that give a true and fair view of the financial position and financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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 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 standalone 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 Companys 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 Companys financial reporting process.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENT

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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 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 managements 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 Companys 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 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.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone 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 of 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 standalone financial statements of the current period 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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 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, 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, except for the matters stated in paragraph 2(i)(vii) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) (“the Rules”).

(c) The Company does not have any branch offices and hence provisions of Section 143(8) are not applicable.

(d) The Balance Sheet & the Profit & Loss Account 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 books of account.

(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) On the basis of the written representations received from the directors as on 31st 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 Act.

(g) In our opinion and according to the information and explanation given to us, the remuneration paid during the current year by the Company to its directors is in accordance with the provisions of and the limits laid down under section 197 read with Schedule V of the Act.

(h) Since the Companys turnover as per last audited financial statements is less than Rs. 50 Crores and its borrowings from banks and financial institutions at any time during the year is less than Rs. 25 Crores, the Company is exempted from getting an audit opinion with respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls vide notification dated June 13, 2017.

(I) 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, in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note No. 29 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. The Company is not required to transfer any amount to the Investor Education and Protection Fund account.

iv. The management of the Company has represented that, to the best of its knowledge and belief, as disclosed in the Note 45(v) to financial statements, 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 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 the Company or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v. The management of the Company has represented, that, to the best of its knowledge and belief, as disclosed in the Note 45(vi) to the financial statements, no funds have been received by the Company from any persons or entities, 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 Parties; or Provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

vi. 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 the representations under sub- clause (i)(iv) and (i)(v) contain any material mis-statement.

vii. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from April 01, 2023. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with viii. With respect to the other matters to be included in the Auditors 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.

ANNEXURE-A TO THE INDEPENDENT AUDITORS REPORT

Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2020 (“the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 (“the Act”) as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section:

I. In Respect of Property, Plant and Equipment :

a.

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

2) The Company has maintained proper records showing full particulars of intangible assets.

b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment. In accordance with this programme, the property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) during the year.

e. According to the information and explanations given to us and records provided, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (Formerly known as Benami Transactions (Prohibition) Act, 1988) and rules made thereunder.

ii. In Respect of Inventories:

a. As per the physical verification programme, the inventory were physically verified during the year by the management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the management is appropriate having regard to the size of the company and nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on such physical verification when compared with books of accounts.

b. According to the information and explanations given to us and as per the records verified, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. Hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. According to the information and explanations given to us, the Company has given unsecured loan and has made investment but not provided any guarantee, security or advances in the nature of loan to the Companies, firms, limited liability partnerships and any other parties during the year. a. The Company has, during the year, provided the unsecured loan to the company as per the details below:-b. According to the information and explanations given to us and based on the records as made available to us, in our opinion, the investments made and in respect of the aforesaid loans given, the terms and conditions under which such loans were granted, are not prejudicial to the Companys interest. (Refer note no 44 of the standalone financial statements). The Company has not provided any security or granted advances in the nature of loans to companies, firms, limited liability partnerships or any other parties.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the company has granted certain loans that are repayable on demand. Having regard to the fact that the repayment of principal or the payment of interest has not been demanded by the Company, in our opinion the repayments of principal amounts and receipts of interest are regular. {read with our comments to para iii(f) below}.

d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of loans granted by the Company, there is no overdue amount remaining outstanding in respect of loan amount and interest as at the balance sheet date.

e. According to the information and explanations given to us and based on the audit procedures performed by us, during the year no loan or advance in the nature of loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of extinguish loans given to the same parties {read with our comments to para iii(f) below}.

f. According to the information and explanations given to us by the management of the company, The Company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms on repayment to a related party as enlisted below. It may be noted that other than related party as mentioned below as per clause (76) of section 2 of Companies Act, 2013, no loans granted to promoters as defined under clause (69) of section 2 of the Act. Therefore, the provisions of clause 3(iii)(f), of the said Order are applicable to the Company. In respect of which the details are as under:

	Loans
A. Aggregate amount granted / provided during the year:
- Subsidiaries	-
- Others	769.00
B. Balance outstanding as at 31 March 2025 in respect of above cases:
- Subsidiaries	-
- Others	1825.04

(Amount in Rs. Lakhs)

(Amount in Rs. Lakhs)

Particulars	All Parties	Directors	Related Parties
Aggregate amount of loans/ advances in nature of loans:-
- Repayable on demand (A)*	1825.04	-	1825.04
- Employees (B)	NIL	NIL	NIL
- Agreement does not specify any terms or period of repayment (c)	NIL	NIL	NIL
Total (A+B+C)	1825.04	NIL	1825.04
Percentage of loans/ advances in nature of loans to the total loans	100%	-	100%

*Refer note no 38 of the standalone financial statements.

iv. According to the information, explanations and representations provided by the management and based upon audit procedures performed, we are of the opinion that in respect of loans granted, investments made and guarantees and securities provided, as applicable the Company has complied with the provisions of the Section 185 and 186 of the Companies Act, 2013.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public within the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended. Accordingly, provisions of clause 3(v) of the Order are not applicable. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal against the Company in this regard.

vi. We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act in respect of the companys products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company and information and explanations made available to us, in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Custom Duty, Cess and other material statutory dues with the appropriate authorities, to the extent applicable. There were no undisputed statutory dues payable as at 31st March, 2025 which were outstanding for a period of more than six months from the date they become payable.

b. According to the records and information & explanations given to us, there are no dues in respect of income tax, sales tax, VAT, service tax, Goods and Service Tax, custom duty, excise duty and other material statutory dues that have not been deposited with appropriate authorities, to the extent applicable on account of any dispute.

viii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 (43 of 1961) as income during the year.

ix. a. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not obtained loans from Banks & Financial Institutions during the year.

b. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

c. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the company has not obtained money by way of term loans during the year for the purposes for which they were obtained.

d. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that no funds raised on short term basis has been used for long term purposes by the company

e. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures as defined under the Act.

f. According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).

x. a. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. a. Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

b. According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c. As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

xii. a. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii)(a) of the Order is not applicable.

b. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii)(b) of the Order is not applicable.

c. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) (c) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. a. In our opinion and based on our examination, since the company does not have an internal audit system and is not required to have an internal audit system as per provisions of the Companies Act 2013.

b. In our opinion and based on our examination, since the company did not have an internal audit system for the period under audit, Accordingly, clause 3(xiv)(b) of the Order is not applicable.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 and reporting under this paragraph is not applicable.

xvi. a. In our opinion and according to the information and explanation provided to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

b. In our opinion and according to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (COR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

c. In our opinion and according to the information and explanation provided to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi) (c) of the Order is not applicable.

d. In our opinion and according to the information and explanation provided to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(d) of the Order is not applicable.

xvii. In our opinion and according to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the company, we report that the Company has not incurred any cash losses in the current year.

xviii. During the year, the statutory auditors of the Company were changed due to mandatory rotation in accordance with the provisions of Section 139 of the Companies Act, 2013. The outgoing auditors completed their term and did not raise any specific issues, objections, or concerns in their handover or communication. Accordingly, we have taken note of their final audit report and related communications while planning and performing our audit.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. a. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause 3(xx) of the Order.

b. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Special account before the date of this report and within a period of 30 days from the end of the financial year in compliance with the provision of section 135(6) of the Act. xxi. The reporting under clause 3(xxi) of the order is not applicable in respect of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For Rajvanshi & Associates

Chartered Accountants

Firm Reg. No.: 005069C

 

(Prakshal Jain)

Partner

Membership No.: 429807

UDIN:25429807BMHSLQ8727

 

Place: Kota

Date: 30.05.2025