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Deccan Gold Mines Ltd Auditor Reports

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Deccan Gold Mines Ltd Share Price Auditors Report

To,

The Members of

Report on the Audit of the IND AS Standalone Financial Statements

Opinion

?‚? We have audited the accompanying standalone Ind AS financial statements of M/s. ("the Company"), which comprise the Balance Sheet as at 31st March 2025, and the Statement of Profit and Loss (including other comprehensive income), the statement of Cash Flows and the statement of changes in equity for the year then ended, and notes to the financial statement including a summary of significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS 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 31st March, 2025, and its Loss including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

?‚? We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the 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 Standalone 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 opinion.

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, 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.

?‚? Conversion of Compulsorily convertible debentures (Refer Note 15(E)(III) & 16.1 to the Standalone Financials Statements)

On March 2, 2023, the Company has acquired 30,852 fully paid-up equity shares in M/s. Geomysore Services (India) Private Limited ("GMSI") aggregating to Rs. 4,95,51,072 from M/s. Australian Indian Resources Limited, Australia. In consideration, the Company allotted 14,99,276 fully paid-up Compulsorily Convertible Debentures of face value of Re. 1/- each ("CCD") at a price of Rs.33.05 per CCD, on preferential basis to Australian Indian Resources Limited, Australia, (Promoter Group) for consideration other than cash.

Australian Indian Resources Limited, Australia has opted for conversion of the CCDs into equity shares and accordingly, on August 20, 2024, the Company allotted 14,99,276 equity shares of the Company of face value of Re.1/- each at an issue price of Rs. 33.05/- per share.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting of Conversion included the following:

?‚? Obtained an understanding of the terms and conditions of the issue and conversion of CCD.

?‚? Evaluated the accounting treatment of conversion of the CCD into Equity Shares done by the Management as per the applicable financial reporting framework.

?‚? Evaluated the terms and conditions in relation to the conversion of CCD.

?‚? Evaluated and verification of approval from various statutory & regulatory bodies such as SEBI, FEMA, MCA etc.

?‚? Assessed the appropriateness of the presentation of issue and conversion of CCD as per IND AS 32, Financial Instruments: Presentation.

?‚? Conversion of Warrants (Refer Note 16.3 to the Standalone Financials Statements)

During the year 2023-2024, the company issued 81,28,768 equity warrants at an issue price of Rs.53.47/- per warrant and received 25% consideration from the equity warrant allottees.

During the year 2024-25 the company have received the remaining 75% consideration from the Equity warrant allottees who opted for conversion of the Equity warrants into equity shares and accordingly, the Company have allotted 81,28,768 equity shares of the Company of face value of Re.1/- each at an Issue Price of Rs.53.47/- per share.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting of warrants and Conversion thereof included the following:

?‚? Obtained an understanding of the terms and conditions of the issue and conversion of warrants.

?‚? Evaluated the accounting treatment of the conversion of warrants done by the Management as per the applicable financial reporting framework.

?‚? Evaluated the terms and conditions in relation to the conversion of warrants.

?‚? Evaluated and verification of approval from various statutory & regulatory bodies such as SEBI, FEMA, MCA etc.

?‚? Issue of Compulsorily convertible debentures (Refer Note 16.2 to the Standalone Financials Statements)

Allotment of 6,92,764 fully paid-up Compulsorily Convertible Debentures (CCDs) each at an issue price of Rs.116.20/- per CCD with the option of the CCDs convertible into equivalent number of equity shares on preferential basis through private placement for cash consideration carrying carry interest at the rate of 10% p.a. payable annually.

These CCDs shall be convertible into equity shares at any time not later than 18 months from the date of allotment of such CCD i.e. on or before 30th November 2025;

Our audit procedures to assess the accounting of CCDs included the following:

?‚? Obtained an understanding of the terms and conditions of the issue and conversion of CCD.

?‚? Evaluated the accounting treatment of the CCD done by the Management as per the applicable financial reporting framework.

?‚? Evaluated the terms and conditions in relation to the conversion of CCD.

?‚? Evaluated the accounting for interest accrued but not due in the books of accounts done by Management as per the applicable financial reporting framework.

?‚? Assessed the appropriateness of the presentation of issue and conversion of CCD as per IND AS 32, Financial Instruments: Presentation.

?‚? Acquisition of further stake in M/s. Geomysore Services (India) Private Limited, M/s. Deccan Gold - FZCO, M/s. Dubai, Deccan Gold (Tanzania) Private Limited, Tanzania and M/s. Kalevala Gold Oy (Refer Note 5.3, 5.2, 5.1 & 5.4 to the Standalone Financials Statements).

During the year 2024-25 the company has acquired further stake in subsidiaries and associates whose details are given below :-

Name Of Entity Relation Shares Acquired Percentage of Share
FY 24- 25 FY 23- 24
Geomysore Services (India) Private Limited Indian Associate 100,000 29.44% 37.95%
Deccan Gold (Tanzania) Private Limited Foreign Subsidiary 3,300 100% 100%
Deccan Gold - FZCO, Dubai (\u201cDGFZCO\u201d) Foreign Subsidiary 194,500 100% 100%
Kalevala Gold Oy, Finland* (\u201cKGOY\u201d) Foreign Associate 134 32.51% 31.52%

* The movement in holding of stake in KGOY is due to further indirect investment acquired by the 100% Wholly Owned Foreign Subsidiary DGFZCO.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting of acquisition of Stake holding are as follows:

?‚? Obtained an understanding of the terms and conditions of the acquisition of stake.

?‚? Evaluated share certificate and valuation certificates issued on further acquisition of equity shares.

?‚? Evaluated and verification of approval from various statutory & regulatory bodies such as SEBI, FEMA, MCA etc.

?‚? Evaluated the accounting treatment of the purchases of stake in Subsidiary & Associates by the Management.

?‚? We evaluated the adequacy of the disclosures made in the Standalone Financial Statements.

?‚? We have taken and review the Quarterly un-audited results provided by the management of all Subsidiaries & Associates to ensure that the amount remitted are showing in the corresponding financial statements.

?‚? We had inquired with management to obtain an understanding of the relevant factors in respect of certain investments carried at fair value for the status of the projects owned in that respective entity and there progress, external valuation reports, for which significant estimates/judgements are required to arrive at fair value.

?‚? Arrangement of secured borrowing from body corporates pledge against investment in Equity Shares of M/s.Geomysore Services (India) Private Limited ("GMSI"), Associate & Accounting thereof (Refer Note 17 to the Standalone Financials Statements).

The company entered into facility arrangement with body corporates by pledging the investment of the company in the equity shares of GMSI. The funding required by the company is for investment in Avelum Partner LLC & GMSI for procurement of plant and machinery and other equipments for gold process plant and balance amount shall be utilized for general corporate purpose.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting and utilization of borrowings are as follows:

We have performed the following principal audit procedures in relation to accounting of borrowing:

?‚? Evaluated disclosures made in Standalone Financial statements and the related compliance with the requirements of the applicable accounting standards.

?‚? Verification of loan agreements, terms of repayment, security provided, interest rate and creation of charges in MCA and informing to the BSE and shareholders.

?‚? Utilization of Funds by the company by investing into subsidiary and associates by way of Equity participating and Loans.

?‚? Understanding & Discussion from the management towards utilization of funds by the Subsidiary and Associates.

?‚? Issue of Stock Incentive Plan to the eligible employees of the Company, its subsidiaries and its associates (Refer note 16.4 of the Standalone Financial Statements)

The company has framed ESOP scheme for its employees under which the Company pays remuneration to its employees for services received in the form of equity-settled share-based payment transactions

In accordance with the principles of Ind AS 102 Share Based Payments (Ind AS 102), the fair value of aforesaid employee stock options determined at the date of their grant is recognized as employee compensation cost by the Company over the vesting period of such options.

The fair valuation of options granted to employees for the services rendered is performed by external valuation specialists using Black-Scholes valuation model which requires the management to make certain key estimates and assumptions including expected volatility, dividend yield interest rate, performance factor, attrition rate and non-acceptance factors.

Considering significant management judgment and materiality of amounts involved, valuation of ESOP reserve and expense is considered as a key audit matter for the current year audit.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting of Share Based Payment are as follows:

?‚? Obtained an understanding of the terms and arrangements of Employee Stock Option Plans

?‚? Reviewed the report from managements valuation specialist considered for valuation of options granted during the year and evaluated competency and objectivity of valuation specialist hired by the management.

?‚? Evaluated the accounting of Share Based Payment ("SBP") done by the management to determine the expenses to be accounted and recognized for options granted during the year.

?‚? Evaluated the appropriateness of disclosures made in Standalone Financial Statements with respect to SBP required by applicable Indian Accounting Standards.

Information other than the Standalone Ind AS Financial Statements and auditors report thereon

?‚? The Board of Directors of the Company is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility & Sustainability Report Corporate Governance and Shareholders Information 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.

Managements Responsibility for the Standalone Ind AS 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 of these standalone Ind AS financial statements, that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity 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, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

?‚? In preparing the financial statements, management is responsible for assessing the 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 Ind AS Standalone Financial Statements

?‚? 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to 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. 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.

?‚? 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

?‚? As required by the Companies (Auditors Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

?‚? As required by Section143(3) of the Act, we report that:

?‚? 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;

?‚? 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.

?‚? The Company has no branch office and hence the company is not required to conduct audit under section 143 (8) of the Act;

?‚? The Standalone Ind AS Balance sheet, the standalone statement of profit and loss including other comprehensive income, the statement of cash flow and the statement of changes in equity dealt with by this report are in agreement with the books of account.

?‚? In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind As) specified under Section 133 of the Act, read with relevant rule issued thereunder.

?‚? During our audit we did not come across any financial transaction or matters which might have an adverse effect on the functioning of the company.

?‚? We do not have any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

?‚? On the basis of the written representations received from the directors as on 31 March, 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of Section 164(2) of the Act;

?‚? With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

?‚? 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 remuneration paid to any director is not in excess of the limit laid down under 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.

?‚? 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:

?‚? The Company does not have any pending litigations which may impact its standalone Ind AS financial statements;

?‚? The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

?‚? The company does not have any amounts that pending to be transferred to the Investor Education and Protection Fund.

?‚? (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

?‚? The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

?‚? Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.

?‚? No dividend has been declared or paid during the year by the Company.

?‚? Based on our examination, which included test checks, 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.

For V K Beswal & Associates

Chartered Accountants

Firm Registration No 101083W

CA Nishit S. Agrawal

Partner

M No- 159882

UDIN No. : 25159882BMKUHF3655

Place: Mumbai Date: 29-05-2025

Annexure A to the Ind AS Standalone Independent Auditors Report of for the year ended 31st March 2025

The Annexure referred to in Independent Auditors Report to the members of the Company on the Ind AS standalone financial statements for the year ended 31st March 2025, we report the following:

?‚? In respect of Property, Plant & Equipment:

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

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

?‚? As explained to us, physical verification of these Property, Plant and Equipment is being conducted in a phased programme by the management designed to cover all the assets over a period of three to four years, which in our opinion is reasonable having regard to the size of the Company and the nature of assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

?‚? According to the information and explanations given to us and the records examined by us the Company does not have any immovable properties under Property, plant and equipment. Accordingly, the provisions of clause 3(I)(c) of the Order is not applicable to the Company.

?‚? The Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.

?‚? No proceedings have been initiated during the year or are pending against the Company as at March 31st, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

?‚? In respect of Inventories:

?‚? Based on our scrutiny of the companys books of accounts and other records and according to the information and explanations given to us, we are of the opinion that the company though purchased/sold goods during the year however there is no opening/closing stock lying at the end of the year, therefore, requirement on reporting on physical verification of stocks or maintenance of inventory records, in our opinion, does not arise.

?‚? 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 sanctioned any working capital limits in excess of five crore rupees in aggregate from banks and financial institutions on the basis of security of current assets at any point of time of the year. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company.

?‚? a) The Company has made investments in and granted unsecured loans to companies, firms and other parties, during the year. The Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

?‚? Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted loans to its foreign subsidiary as below:

Particulars Loans (Amount in Rs. \u2018000)
Aggregate amount given during the year \u2013 Subsidiary 4,38,025
Balance outstanding as at balance sheet date - Subsidiary 5,53,710
\uf0b7 Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted loans to parties other than subsidiaries, joint ventures and associates as below: Particulars Loans (Amount in Rs. \u2018000)
Aggregate amount given during the year \u2013 Subsidiary -
Balance outstanding as at balance sheet date \u2013 Subsidiary 30,000

?‚? In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Companys interest.

The investments made and outstanding at the year-end are, prima facie, not prejudicial to the Companys interest.

?‚? 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 schedule of repayment of principal and payment of interest has been stipulated by the Company.

?‚? In respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

?‚? No loan granted by the Company, which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

. f) The Company has granted loans, which are payable on demand to its subsidiary company.

Particulars (Amount in Rs. \u2018000)
Aggregate of loans: - Agreement does not specify any terms or period of repayment 5,07,314
Percentage of loans to the total loans 100%

?‚? In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to loans, investments and guarantees made. Hence reporting under clause (v) of the order is not applicable.

?‚? According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits, hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act. Further, 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.

?‚? To the best of our knowledge and 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. in respect of the business activities carried on by the company. Accordingly, the provisions of the clause 3 (vi) of the Order is not applicable to the Company.

?‚? In respect of Statutory Dues:

?‚? According to the records of the Company and the information and explanations given to us, the Company has generally been regularly depositing with the appropriate authorities undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income tax, Sales-Tax, Service tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2025 outstanding for a period of more than six months from the date they become payable.

?‚? According to the information and explanation given to us, there are no dues of Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities outstanding on account of any dispute.

?‚? The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

?‚? a) Based on our audit procedures and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

?‚? The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

?‚? In our opinion and according to information and explanation given to us, the company has taken secured term loan from Body corporates of Rs. 9,72,500 Thousands during the year, which was applied for the purpose for which the loan was taken

?‚? According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

?‚? According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the company has borrowed funds from the following entities and persons on account of or to meet the obligations of its subsidiaries and associates as per details below:

(Amount in Rs. 000)

Nature of fund taken Name of lender Amount involved Name of the subsidiary & associate/Relation Security Nature of Transaction for which funds utilized
Corporate Loan Ardent Steel Private Limited 750,000 Avelum Partners LLP (\u201cAvelum\u201d), Kyrgyzstan \u2013 Foreign Subsidiary & Geomysore Services (India) Private Limited ("GMSI"), India \u2013 Indian Associate Investment in Equity Shares in GMSI Avelum - Loan Given & GMSI - Investment in Equity
Corporate Loan Godawari Power & Ispat Limited 222,500

Remarks:-

The purpose of the borrowing is to be utilized for investment in Avelum and GMSI i.e. Subsidiary and Associate respectively i.e. for procurement of plant and machinery and other equipment for gold process plant and for general corporate purposes. (Refer Note 5.3, 11 & 17 to the Financial Statements)

?‚? According to the information and explanations given to us and procedures performed by us, we report that the company has raised loans during the year on the pledge of securities held in its associate company, the company has not raised loans on the pledge of securities held in its subsidiaries.

The details of borrowings and Securities pledged are as follows: (Amount in Rs. 000)

Nature of loan taken Name of lender Amount of loan Name of the associate Relation Details of security pledged Remarks*
Corporate Loan Ardent Steel Private Limited 750,000 Geomysore Services (India) Private Limited (GMSI) Associate Investment Equity Shares of GSMI 625,000 shares pledged having value Rs.963,098
Corporate Loan Godawari Power & Ispat Limited 222,500 414,604 shares pledged having value Rs. 638,885

* The value of security reported above has been arrived on the basis of weighted average value.

?‚? a) According to information and explanations given to us, the company has not raised moneys during the year by way of initial public offer or further public offer (including debt instruments), Accordingly, provisions of the clause 3(x)(a) of the Order is not applicable to the Company.

b) During the year, the Company has made preferential allotment/private placement of Equity Shares and Unsecured Compulsory Convertible Debentures ("CCDs") (fully & partially) during the year and in our opinion, the requirements

of section 42 and section 62 of the Act have been complied with and the funds raised have been used for the purpose(s) for which they were raised.

Note:

?‚? The CCD allottee "Australian Indian Resources Limited, Australia" has opted for conversion of the CCDs into equity shares and accordingly, on August 20, 2024, the Board of Directors of the Company have allotted 14,99,276 equity shares of the Company of face value of Re.1/- each at an Issue Price of Rs. 33.05/- per share.

?‚? During the year the company received the remaining 75% consideration from the Equity warrant allottees issued in FY 2023-24, who opted for conversion of the equity warrants into equity shares and accordingly, the company have allotted 81,28,768 equity shares of the Company of face value of Re.1/- each at an Issue Price of Rs. 53.47/- per share. The company has complied with requirements of section 42 & 62 of the Act.

?‚? During the year the company has allotted 6,92,764 fully paid-up Compulsorily Convertible Debentures (CCDs) each at an issue price of Rs.116.20/- per CCD with CCDs convertible into equivalent number of Equity Shares on preferential basis through private placement for cash consideration, this CCDs shall be convertible into equity shares at any time not later than 18 months from the date of allotment of such CCD i.e. on or before 30th November 2025.

?‚? a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

?‚? 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 Companies (Audit and Auditors) Rules, 2014 with the Central Government.

?‚? According to information and explanations given to us, the company have not received any whistle blower complaints during the year (and upto the date of this report), neither any reported to auditor for consideration.

?‚? In our opinion and according to Information and explanations provided to us, the Company is not a Nidhi Company. Accordingly, provisions of the clause 3(xii) of the Order are not applicable to the Company.

?‚? In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

?‚? a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

b) We have considered the internal audit reports of the Company for the period under audit.

?‚? Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with Directors or persons connected with him.

?‚? In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and 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. Accordingly, the provisions of clause 3 (xvi) (a) to (d) of the Order is not applicable to the Company.

?‚? The Company has incurred cash loss of Rs.1,34,973 thousands in the current financial year and that of Rs.95,692 thousands in the immediately preceding financial year.

xviii There has been no resignation of the statutory auditors of the Company during the year and accordingly reporting under clause 3(xviii) of the order is not applicable to the Company.

?‚? On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 indicating that 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.

?‚? The provision for contribution towards Corporate Social Responsibility (CSR) u/s 135, of the Companies Act are not applicable to the company, hence the provisions of clause 3 (xx) (a) to (b) of the Order is not applicable to the Company.

For V K Beswal & Associates

Chartered Accountants

Firm Registration No 101083W

CA Nishit S. Agrawal

Partner

M No- 159882

UDIN No. : 25159882BMKUHF3655

Place: Mumbai Date: 29-05-2025

Annexure B to the Standalone IND AS Independent Auditors Report of for the year ended 31st March 2025.

Independent Auditors report on the Internal Financial Controls with reference to financial statements and its operative effectiveness under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

?‚? In conjunction with our audit of the standalone Ind AS financial statements of ("the Company") as of and for the year ended 31st March, 2025, we have audited the internal financial controls over financial reporting (IFCoFR) of the company of as of that date.

OPINION

?‚? In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these Standalone Financial Statements and such internal financial controls over financial reporting were operating effectively as at 31st March, 2025, 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.

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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India (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 the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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 and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note 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 control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone 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 controls system over financial reporting with reference to these Standalone Financial Statements.

Meaning of Internal Financial Controls over Financial Reporting

?‚? A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that 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 prevention or timely detection of unauthorized acquisition, use,

or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

?‚? Because of the inherent limitations of IFCoFR, including the possibility of collusion or 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For V K Beswal & Associates

Chartered Accountants

Firm Registration No 101083W

CA Nishit S. Agrawal

Partner

M No- 159882

UDIN No. : 25159882BMKUHF3655

Place: Mumbai Date: 29-05-2025

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