To the Members of Faalcon Concepts Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying financial statements of Faalcon Concepts Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, notes to the financial statements and a summary of 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit 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 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 opinion.
Other Matter
During the year, the Company acquired a 53% equity stake in Chrome Coaters Private Limited ("CCPL") pursuant to a Share Exchange Agreement, with the effective date of acquisition and transfer of control being 17 September 2025, consequent to which the Company has become a holding company. These standalone financial statements do not include the financial results of CCPL, as the same are not required to be consolidated in the standalone financial statements pursuant to the applicable accounting standards. The financial results of CCPL have been consolidated separately in the Companys consolidated financial statements. Our opinion is not modified in respect of this matter.
(xvii) Cash Losses
(xviii) Auditors Resignation
(xix) Material Uncertainty in Repayment of Liabilities
(xx) Corporate Social Responsibility (CSR)
For SHARMA SHARMA & CO.
CA SUMIT SHARMA
Information other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors and Management is responsible for the preparation of the other information. The other information comprises the information obtained at the date of this report, but does not include the financial statements and our auditors report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other 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 the 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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.
The Board of Directors is also responsible for overseeing the companys financial reporting process.
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
- 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.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Report on Other Legal and Regulatory Requirements
(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 it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit & Loss & Cash Flow Statement dealt with by this report are in agreement with the books of accounts;
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act;
(e) On the basis of written representations received from the directors as on March 31,
2026 and taken on record by the Board of Directors, we report that none of the director is
disqualified as on March 31, 2026 from being appointed as a director in terms of Section
164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial
reporting
of the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure A". Our report expresses an unmodified opinion on the
adequacy and
operating effectiveness of the Companys internal financial controls over financial
reporting
(B) 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.
(C) 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 no pending litigations.
ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts
iii. There has been no delay in transferring amounts, required to be transferred, to
the
Investor Education and Protection Fund by the Company during the year
iv. (a) The management of the Company 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;
(b) The management of the Company 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
c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (a) and (b) above contain any material
misstatement.
v. The Company has not declared or paid any dividend during the year, accordingly
reporting on compliance with Section 123 of the Act is not applicable.
vi. Based on our examination, which included test checks, the Company has used an
accounting software ("TallyPrime") for maintaining its books of account, which
has a feature
of recording an audit trail (edit log) facility, and the same has operated throughout the
year
for all transactions recorded in the software. We did not come across any instance of the
audit trail feature being tampered with, and the audit trail to the extent enabled and
operated during the year, has been preserved by the Company as per the statutory
requirements for record retention.
As required by the Companies (Auditors Report) Order, 2020 ("the Order"), as
amended, issued
by the Central Government of India in terms of Section 143(11) of the Act, we give in
"Annexure
B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For SHARMA SHARMA & CO.
CA SUMIT SHARMA
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
[Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory
Requirements
section of our report to the Members of Faalcon Concepts Limited of even date]
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section
We have audited the internal financial controls over financial reporting of Faalcon
Concepts
Limited ("the Company") as of March 31, 2026 in conjunction with our audit of
the standalone
financial statements of the Company 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. 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 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")
issued by the Institute of Chartered Accountants of India and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act, 2013, 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 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.
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
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 financial statements in accordance with generally accepted accounting principles, and
that
receipts and expenditures of the company are being made only in accordance with
authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, 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
internal financial controls over 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, to the best of our information and according to the explanations given
to us, 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, 2026, based on the criteria for internal financial control
over financial
reporting established by the Company considering the essential components of internal
control
issued by the ICAI.
For SHARMA SHARMA & CO.
CA SUMIT SHARMA
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
[Referred to in paragraph under Report on Other Legal and Regulatory Requirements
section
of our report to the Members of Faalcon Concepts Limited of even date]
We report that, in respect of the Company for the year ended March 31, 2026,
to the extent
applicable:
i) Property, Plant and Equipment and Intangible Assets
(a) The company maintained proper records showing full particulars, including
quantitative
details and situation of Property, Plant and Equipment.
(b) All the Property, Plant and Equipment have been physically verified by the
management during the year and there is a regular programme of verification which, in
our opinion, 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) All the title deeds of immovable properties are held in the name of the company.
(d) The Company has not revalued its property, plant and equipment (including right of
use assets) or intangible assets or both during the financial year.
(e) No proceedings have been initiated or are pending against the Company for holding
any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and rules made thereunder.
ii) Inventory
(a) The inventories of the Company have been physically verified by the management at
reasonable intervals during the year. In our opinion, the coverage and procedure of such
verification by the management are appropriate having regard to the size of the Company
and the nature of its business. No discrepancies of 10 per cent or more in the aggregate
for each class of inventory were noticed on such verification and the discrepancies
observed, if any, have been properly dealt with in the books of account.
(b) The Company has not been sanctioned working capital limits in excess of ?5 crore,
in
aggregate, from banks or financial institutions on the basis of security of current assets
at
any point of time during the year. Accordingly, reporting under clause 3(ii)(b) of the
Companies (Auditors Report) Order, 2020 is not applicable.
iii) Loans, Advances, Guarantees and Securities
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,
secured or unsecured, to companies, firms, LLPs or other parties covered in the register
maintained under section 189 of the Act.
(iv) Compliance with Sections 185 and 186
According to the information and explanations provided to us and based on the audit
procedures performed, the Company has made an investment in equity shares of Chrome
Coaters Private Limited resulting in acquisition of 53% voting power therein. In our
opinion,
the investments made are in compliance with the provisions of Section 186 of the
Companies Act, 2013. The Company has not granted any loans, guarantees or securities
covered under Sections 185 and 186 of the Act.
(v) Deposits
The Company has not accepted any deposits or amount which is deemed to be deposits
from the public.
(vi) Cost Records
The provisions relating to cost audit under sub-section (2) of section 148 are not
applicable
to the Company for the year under report.
(vii) Statutory Dues
(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 is generally regular in
depositing statutory dues including Goods and Services Tax, provident fund, employees
state insurance and other material statutory dues with the appropriate authorities.
However, undisputed income tax dues amounting to Rs. 44,57,428.94 pertaining to FY
2023-24 were outstanding as at 31 March 2026 for a period of more than six months from
the date they became payable.
Further, the Company has not made provision for bonus payable under the applicable
provisions of the Payment of Bonus Act, 1965.
(b) According to the information and explanations given to us and based on our
examination of the records of the Company, there are no statutory dues referred to above
which have not been deposited on account of any dispute.
(viii) Undisclosed Income
The company has not recorded any transactions in the books of account which have been
surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961. The previously unrecorded income has been properly recorded in
the books of account during the year.
(ix) Borrowings
(a) According to the information and explanations given to us and based on our audit
procedures, the Company has not defaulted in repayment of loans or other borrowings or
in the payment of interest thereon to any lender during the year.
(b) According to the information and explanations given to us, the Company has not been
declared a wilful defaulter by any bank, financial institution or other lender.
(c) According to the information and explanations given to us and based on the records
examined by us, the Company has not obtained any term loans during the year.
Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable.
(d) According to the examination of the financial statements of the Company, funds
raised
on short-term basis have not been utilised for long-term purposes.
(e) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not taken any funds from
any entity or person on account of or to meet the obligations of its subsidiary.
(f) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not raised loans during the
year on the pledge of securities held in its subsidiary, joint venture or associate
company.
(x) Public Offer / Preferential Allotment
(a) The Company did not raise any money by way of initial public offer or further
public
offer (including debt instruments) during the year. Accordingly, reporting under clause
3(x)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and based on the records
examined by us, the Company has made preferential allotment of 29,31,500 equity shares
to the shareholders of Chrome Coaters Private Limited as consideration other than cash
towards acquisition of shares of Section 42 of the Companies Act, 2013 have been complied
with and the shares have been issued for the purposes for which they were approved.
(xi) Fraud
(a) According to the information and explanations given to us, no material fraud by the
Company or by its officers or employees has been noticed or reported during the course
of our audit.
(b) No report under sub-section (12) of section 143 of the Companies 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. Hence, this clause is not applicable.
(c) No whistle-blower complaints were received during the year.
(xii) Nidhi Company
(a) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii)(a)
of
the Order relating to Net Owned Funds to Deposits ratio is not applicable to the Company.
(b) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii)(b)
of
the Order relating to maintenance of unencumbered term deposits as specified in the
Nidhi Rules, 2014 is not applicable to the Company.
(c) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii)(c)
of
the Order is not applicable to the Company.
(xiii) Related Party Transactions
According to the information and explanations given to us and based on our examination
of the records of the Company, all transactions with the related parties are in compliance
with Sections 177 and 188 of the Companies Act, 2013, wherever applicable, and the
details of such related party transactions have been properly disclosed in the financial
statements as required by the applicable accounting standards.
(xiv) Internal Audit
(a) According to the information and explanations given to us, the company has an
internal
audit system commensurate with the size and nature of its business.
(b) We have considered the reports of the Internal Auditor issued to the Company for
the
period under audit, up to the date of this report.
(xv) Non-Cash Transactions with Directors
According to the information and explanations given to us and based on our examination
of the records of the Company, the Company has entered into non-cash transactions
involving preferential allotment/share swap of equity shares in exchange for acquisition
of
shares of Chrome Coaters Private Limited from certain directors and persons connected
with them during the year. In our opinion, the provisions of Section 192 of the
Companies Act, 2013 have been complied with.
(xvi) Registration under RBI Act
(a) The Company is not required to be registered under section 45-IA of the Reserve
Bank
of India Act, 1934. (b) The Company has not conducted any Non-Banking Financial or
Housing Finance activities, hence this clause 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; hence this clause is not applicable. (d) The Company does not have any CIC.
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