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Cella Space Ltd Auditor Reports

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Oct 15, 2025|09:20:00 AM

Cella Space Ltd Share Price Auditors Report

To the Members of M/s. Cella Space Limited, Kochi

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying financial statements of M/s. Cella Space Limited Kochi,

(CIN: L93000KL1991PLC006207) ("the company”) which comprises of: -

a. The Balance Sheet as at 31st March, 2025

b. The Statement of Profit and Loss (Including other comprehensive income) for the year ended 31st March 2025

c. Statement of Changes in Equity for the year ended 31st March 2025

d. Cash Flow Statement for the year ended 31st March 2025, and

e. Notes to standalone financial statements including significant accounting policies and other explanatory information.

f. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013(‘the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (‘the Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025; and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended 31st March 2025.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 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 (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements for the year ended March 31, 2025 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 ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

The Key Audit Matters

How our audit addressed the key audit matter

Slump sale of the building and consequent effect on the financial statements

During the year, the company sold the entire Property, Plant & Equipments held by it, except for minor office equipments (Refer Note 4A) to the financial statements. This transaction resulted in the sale of the substantially whole of the enterprise and the accounting treatment and the reporting requirements of the said transaction were identified as a key audit matter and required a higher extent of audit effort. Our audit procedures included -
• Review of the agreement with the buyer company.
• Analysis of the accounting and reporting implications of the said transaction as per the relevant accounting standards and other accounting policies adopted by the company.
• Analysis of the statutory implications on account of the said transactions, including the tax liability and the consequent effect on the financial statements.
• Obtaining written representation from the management on the judgements used by it on the accounting of the said transactions.

Impact of the sale of the undertaking on the Going Concern of the company

As detailed in the above para, being an infrastructure development company, the sale of the entire Property, Plant and Equipments of the company during the year resulted in the complete disposal of the income earning apparatus of the company. The written down value of the Property, Plant and Equipment reduced to Rs. 2.64 lakhs as at 31-03-2025, as against Rs. 3775.91 lakhs as at 31-03-2024. Our audit procedures included -
As the entire income earning apparatus of the company was disposed off, the ability of the company to continue as a Going Concern Entity was tested and the said matter was identified as a key audit matter and required a higher extent of audit effort. • Detailed discussions with the management on its future business plans and the utilization of the funds received on the transaction.
• Analysis of the expertise of the management to execute the future plans proposed by the management.
• Analysis of the sufficiency of the funds available with the company and the capacity of the company to raise sufficient external funds for executing those plans.
• Analysis of the legal requirements and the possible response of the company towards such requirements for the proposed plans.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the standalone financial statements and our auditors report thereon.

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 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. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those Charged with Governance for Standalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India and 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 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 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 and Board of Directors are 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.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone 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 missatamart 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 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 Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with respect to the standalone 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 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 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.

• Evaluate the overall presentation, structure and content of the 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 Standalone 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 Standalone 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.

Emphasis of Matter

We invite attention to note no 14A of financial statements regarding redemption of preference shares by mistake and its subsequent reversal.

Our report is not modified on the above matter.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditors Report) Order, 2020 (“ The Order1) issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable attached as Annexure A.

2. (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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of changes in equity and the standalone statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e. On the basis of written representations received from the directors of the company and taken on record by the respective Board of Directors, none of the directors are disqualified as on March 31,2025 from being appointed as a director in terms of sub-section (2) of section 164 of the Act.

f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companys internal financial controls over financial reporting with reference to Standalone Financial Statements.

h. With respect to the matter to be included in the Auditors Report under section 197(16) of the Act, 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. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

(B) With respect to other matters to be included in the Auditors Report in accordance with Rule 11 of 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 Company has disclosed the impact of pending litigations, as at 31st March 2025 on its financial position in its financial statements - Refer Note 31 to the standalone financial statements.

(b) The Company does not have any long-term contracts including derivative contracts and hence no provision on account of material foreseeable losses is required.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the shares in respect of which dividend for financial year 2012-13 & 2013-14 was not paid or claimed for seven consecutive years or more are transferred to the Investor Education and Protection Fund by the company - Refer Note 33 to the standalone financial statements.

(d) (i) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) 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, 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;

(ii) 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, 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

(iii) Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

(e) No dividend was declared or paid during the year which required compliance with section 123 of the Act.

(f) Based on our examination, which included test checks, except for the instances mentioned below, the company has used accounting software for maintaining its books of accounts for the financial year ended 31st march 2025, have a feature of recording audit trail (edit log) facility and the same is operated throughout the year for all the relevant transactions recorded in the respective software.

a. The feature of recording audit trail (edit log) facility was not enabled from 1 April 2024 to 21 May 2024.

Further, where audit trail (edit log) facility was enabled and operated, we did not come across any instance of the audit trail feature being tampered with.

Additionally, except where the audit trail (edit log) facility was not enabled in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

M/s. Cella Space Limited, Kochi (2024-2025)

Annexure A: Referred to in paragraph (1) of report on other Legal and Regulatory requirements of our report of even date-

With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2025, we report the following:

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment

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 by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain 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 material 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, since there are no immovable properties owned by the company and hence this clause is not applicable to the company.

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) or intangible assets or both during the year.

e.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

ii. a. The Company is in the business of developing of commercial buildings and infrastructural projects and trading in paper products. It does not have any physical inventories. Accordingly reporting under clause (3) of the Order is not applicable to the company.

According to the information and explanations provided to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year, from banks in the form of overdraft facilities secured against fixed deposits of the company. According to the terms of the working capital limit, the Company is not required to submit any quarterly returns or statements to the bank regarding this facility.

Therefore, we are unable to comment on the reconciliation of quarterly returns or statements with the Companys books of accounts.

iii. 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 made investments nor given guarantee to any other entity, however has granted unsecured loans to a company, being the person covered in the register maintained under section 189 of The Companies Act, 2013 and the details of which are as under

a. where Based on the audit procedures carried out by us and as per the information and explanations given to us, the Company has granted loans or advances in the nature of loans to other parties.

(A) Since no loans or advances and guarantees or securities are granted to subsidiaries, joint ventures, associates during the year, this clause is not applicable.

(B) The company has given loan to an enterprise which has common directors, with the following details: -

Relationship between the company

Aggregate amount of loan during the year (Rs in lakhs) Balance outstanding as at the end of the year (Rs in lakhs)
Enterprise in which Directors have significant influence 1,500.00 1,516.31

According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the terms and conditions of the grant of loans and advances in the nature of loans during the year are, prima facie, not prejudicial to the interest of the Company.

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 and advances in the nature of loans given, the schedule of repayment of principal has not been stipulated as the same is on demand and the repayments have been regular.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans and advances in the nature of loans given.

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 granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for loan granted to other parties as mentioned in point no (B) of (iii)(a) above.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the Company has complied with the provisions of Section 186 of the Act in relation to loans given, guarantees provided and investments made.

V The company has not accepted any deposits during the year and does not have any unclaimed deposits as at 31st March 2025 and therefore, the provisions of clause 3(v) of the Order is not applicable to the Company.

Vi. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the services provided by it. Accordingly, clause 3(vi) of the Order is not applicable.

vii a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including GST, Provident fund, Employees State Insurance, income tax, duty of customs, duty of excise, cess and other statutory dues have been regularly deposited by the Company with the appropriate authorities.

b Details of statutory dues referred in sub-clause (a) above, have been deposited (except Rs.1.45 lakhs income tax penalty and Rs.34.17 lakhs employee provident fund) as at March 31,2025, on account of dispute are given below : -

Name of the statute

Nature of Dues

Amount (Rs. In lakhs)

Period to which the dispute relates

Forum where the Dispute is pending.

Income Tax Act,1961 Income Tax 22.18 AY 201415 CIT(Appeals), Kochi
Income Tax Act,1961 Income Tax (Interest) 26.65 AY 201415,200708,200910 Principal Comissioner- 1, Income tax, Kochi
Income Tax Act,1961 Income Tax (Penalty) 1.45 AY 201718 CIT(Appeals), Kochi
The Employees Provident Funds and Miscellaneous Provisions Act 1952 Employees Provident Fund 34.17 2011-13 The Central Government Industrial Tribunal cum Labour Court, Ernakulam
Electricity Act ,2003** Electricity dues 4.65 Prior years Kerala State Electricity Appellate Authority

** As on 31st March 2025, the order from Kerala State Electricity Appellate Authority has been received setting aside the demand raised by KSEB, Ernakulam and the amount paid under dispute is yet to be refunded by KSEB, Ernakulam to the company.

vm- 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 as income during the year.

lx- a. 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 defaulted in the repayment of loans or borrowings or in the payment of interest thereon to any lender.

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 not been declared a willful defaulter by any bank or financial institution or government or government authority.

c. In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained

d. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

e. According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, Since the company has no subsidiaries, associates and joint ventures as on 31st March 2025, this clause is not applicable to the company.

According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, Since the company has no subsidiaries, associates and joint ventures as on 31st March 2025, this clause is not applicable to the company.

x a

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

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 made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

xi

During the course of our examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the year

. 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. According to the information and explanations given to us and procedures performed by us, we report that the Company has not received any whistle blower complaints during the year.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) 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 standalone financial statements as required by the applicable accounting standards

xiv. a. Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b. We have considered the internal audit reports of the Company issued till date for the period under audit.

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 of the Act are not applicable to the Company. Accordingly, clause 3(xv) of the Order is not applicable

xvi. a. 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. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

c. 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. According to the information and explanations provided to us during the course of audit, the Group does not have any CICs.

xvii. The Company has not incurred cash losses in the current and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable

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, 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. The provisions of CSR expenditure as provided in section 135(5) of Companies Act 2013 is not applicable to the company and hence the clause 3(xx) of the order is not applicable to the company.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON the STANDALONE FINANCIAL STATEMENTS OF M/S. CELLA SPACE LIMITED, KOCHI

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

We have audited the internal financial controls over financial reporting of M/s. Cella Space Limited, Kochi (‘the company) as of 31st March, 2025 in conjunction with our audit of the standalone financial statements of the company as at and for the year ended on that date.

Managements responsibility for Internal Financial Controls

The companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the guidance note on audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India ("the ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the guidance note on audit of internal financial controls over financial reporting (the Guidance Note) and the standards on auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance Notes require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain Audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditors judgment including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the companys internal financial control systems over financial reporting with reference to Standalone Financial Statements.

Meaning of internal financial controls over financial reporting

A companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting includes those policies and procedures that:

(1) Pertains to the maintenance of the records that, in reasonable detail, accurately and fairy reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding the prevention or timely deduction of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion of improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over the financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over the financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Reporting issued by the Institute of Chartered Accountants of India

For KPR & Co

Chartered Accountants
FRN: 05326S
Sd/-

M R Sukumaran BSc, FCA

Partner (M No. 024506)
UDIN: 25024506BM HVAG2748
Kochi-11
Date: 22/04/2025

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We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.