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Halder Venture Ltd Auditor Reports

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Oct 17, 2025|12:00:00 AM

Halder Venture Ltd Share Price Auditors Report

TO THE MEMBERS OF HALDER VENTURE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of HALDER VENTURE LIMITED (the "Company"), which comprise the Standalone Balance Sheet as at March 31,2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Eguity for the year then ended, and notes to the standalone financial statements, including a summary of material 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 reguired by the Companies Act, 2013, as amended (the "Act") in the manner so reguired and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025 and its profit, total comprehensive income, changes in eguity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) 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 reguirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these reguirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

1. As described in note 39 of the standalone financial statements, the Company has accrued dividend income from a foreign subsidiary company i.e. Hal Exim Pte Limited Rs.2256.74 lakhs of which interim dividend in respect of financial year ended 31st July, 2025 declared on 31st December, 2024 being Rs.l 688.24 lakhs is yet to be received as at 31st March, 2025. The Company is following up with its subsidiary for its earliest repatriation in compliance with local laws of the subsidiarys country of incorporation i.e. Singapore. Our report is not modified in respect of this matter.

2. As disclosed in note 11 (e) of the standalone financial statements, the shares of the Company are held by two entities viz Intellect Buildcon Private Limited and Prakruti Commosale Private Limited, being 2,80,270 number of shares eguivalent to 6.76% holding. Such shares were allotted pursuant to composite scheme of arrangement sanctioned by Honble National Company Law Tribunal (NCLT) vide order dated November 13, 2024. This holding is in contravention to the provisions of Section 19 of Companies Act, 2013 (as amended). The Company is in the process of determining the appropriate course of action regarding such shares which, upon finalization, may result in change in issued share capital and earnings per share. Our report is not modified in respect of this matter.

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 for the financial year ended March 31, 2025. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter

Revenue recognition from sale of goods (as described in note 2(d) and note 19 of the standalone financial statements)

Revenue from the sale of goods is recognized upon the transfer of control of the goods to the customer, usually on delivery of goods. The Company uses a variety of shipment terms across its operating markets and this has an impact on the timing of revenue recognition. There is a risk that revenue could be recognized in the incorrect period for sales transactions occurring on and around the year end therefore revenue recognition has been identified as a key audit matter. Our audit procedures included the following:
We assessed whether the Companys revenue recognition accounting policies are in compliance with Ind AS 115 "Revenue from contracts with customers".
We assessed the design, implementation and operating effectiveness of managements process of recognizing the revenue from sales of goods with regard to the timing of the revenue recognition as per the sales terms with the customers.
We performed test of details of the sales transactions testing based on a representative sampling of the sales orders to test that the related revenues and trade receivables are recorded taking into consideration the terms and conditions of the sale orders, including the shipping terms.
We also performed audit procedures relating to revenue recognition by agreeing deliveries occurring around the year end to supporting documentation to establish that revenue and corresponding trade receivables are properly recorded in the correct period.

Business Combination under Common Control (as described in note 35 of the standalone financial statements)

Pursuant to the National Company Law Tribunal (NCLT) Orders received during the year, entities under common control of the Company, viz., JDM Commercial Private Limited ("JDM") P.K.Agri Link Private Limited ("PKAL"), Sri Jatadhari Rice Mill Private Limited ("SJRM"), P.K.Cereals Private Limited ("PKC"), and Reliable Advertising Private Limited ("RAPL") ("Transferor Companies") were merged with the Company. The Appointed Date of the Scheme is June 1, 2022. The Company has accounted for the business combinations using the pooling of interests method in accordance with Appendix C of Ind AS 103, Business Combinations. Considering the complex accounting involved, the aforesaid business combinations treatment in the standalone financial statements has been considered to be a key audit matter. Our audit procedures included the following:
We understood from the management, assessed and tested the design and operating effectiveness of the Companys key controls over the accounting for business combinations.
We traced the assets and liabilities as at June 1, 2022 and results for the financial year ended March 31,2023 of PKAL, SJRM, PKC, JDM and RAPL from the audited standalone financial statements/ information of the respective entities.
We recomputed the value of fully paid-up eguity shares issued as the consideration with reference to the NCLT Orders.
We evaluated the Companys accounting of the business combinations in accordance with the pooling of interests method in Appendix C of Ind AS 103, Business Combinations in accordance with the NCLT Order.
We tested the managements computation of the amount recorded in the capital reserve.
We assessed the adeguacy and appropriateness of the disclosures made in the standalone financial statements.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the 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 such other information is materially inconsistent with the standalone 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 reguired to report that fact. We have nothing to report in this regard.

Managements Responsibilities for the Standalone Financial Statements

The Companys Board of Directors is 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 financial position, financial performance, including other comprehensive income, cash flows and changes in eguity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adeguate 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 adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liguidate 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 Responsibilities for the Audit of the 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 financial 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 adeguate internal financial controls with reference to 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 the 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 reguired to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadeguate, 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 ofthe standalone financial statements, including the disclosures,

and whether the standalone financial statements represent the underlying transactions and events in a manner that

achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user ofthe standalone financial statements may be influenced. We consider guantitative materiality and gualitative 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 reguirements 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 ofthe standalone financial statements ofthe 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 conseguences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As reguired by Section 143(3) ofthe Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as reguired by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 1 (i)(vi) below on reporting under Rule 11 (g) ofthe Companies (Audit and Auditors) Rules, 2014 (as amended).

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of Changes in Eguity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 ofthe Act.

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

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph 1 (i)(vi) below on reporting under Rule 11 (g) ofthe Companies (Audit and Auditors) Rules, 2014 (as amended).

g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure A" to this report wherein we have expressed an unmodified opinion.

h) 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 read with Schedule V to the Act.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer note 29B to the standalone financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amount which were reguired to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief and read with note 44(g), 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;

(b) The Management has represented, that, to the best of its knowledge and belief and read with note 44(h), 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;

(c) Based on such audit procedures that were 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) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 36 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. 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 except in respect of purchase of raw materials, changes in inventories and purchase of stock- in-trade where audit trail feature was not enabled. Further, as explained in note 40, audit trail feature was not enabled for direct database changes using certain access rights. Wherever audit trail is enabled, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.

2. As reguired 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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1 (g) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Haider Venture Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub- section 3 of Section 143 of the Companies Act, 2013 (the "Act")

We have audited the internal financial controls with reference to standalone financial statements of HALDER VENTURE LIMITED (the "Company") as of March 31,2025 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Management ofthe Company 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 adeguate 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 ofthe accounting records, and the timely preparation of reliable financial information, as reguired under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company 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 ICAI and the Standards on Auditing prescribed under Section 143(10) ofthe Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note reguire that we comply with ethical reguirements and plan and perform the audit to obtain reasonable assurance about whether adeguate 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 adeguacy ofthe internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to standalone financial statements included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, 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 judgement, including the assessment ofthe risks of material misstatement ofthe 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 internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controls over financial reporting with reference to standalone financial statements 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 with reference to standalone financial statements 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 ofthe assets ofthe 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 acguisition, 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 with reference to standalone financial statements, 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to standalone financial statements may become inadeguate 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, adeguate internal financial controls over financial reporting with reference to standalone financial statements and such internal financial controls over financial reporting with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the criteria for internal financial control over financial reporting 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 ICAI.

(Referred to in paragraph 2 underReport on Other Legal and Regulatory Requirementssection of our report to the Members of Haider Venture Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(a) (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.

(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 program of physical verification of Property, Plant and Equipment so to cover all the assets once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, 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, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company, except for the following which are not held in the name of the Company:

Asset Category Gross Carrying Value (Rs.in lakhs) Held in the name of Whether Promoter/ Director/ Relative of Promoter/ Relative of Director/ Employee Property held since Reason for not being held in the name of Company
Freehold Land 0.22 P.K.Agri Link Private Limited No 27-Jun-08 The title of the assets transferred pursuant to the scheme of amalgamation are in the process of being transferred in the name of the Company.
Freehold Land 1.24 P.K.Agri Link Private Limited No 1 -Jul-08
Freehold Land 21.18 P.K.Agri Link Private Limited No 22-Nov-08
Freehold Land 3.06 P.K.Agri Link Private Limited No 1-Dec-08
Freehold Land 8.08 P.K.Agri Link Private Limited No 4-Dec-08
Freehold Land 26.94 P.K.Agri Link Private Limited No 12-Dec-08
Freehold Land 17.76 P.K.Agri Link Private Limited No 16-Jun-09
Freehold Land 4.80 P.K.Agri Link Private Limited No 20-0ct-09
Freehold Land 3.57 P.K.Agri Link Private Limited No 28-Oct-09
Freehold Land 1.46 P.K.Agri Link Private Limited No 5-Jan-10
Freehold Land 0.58 P.K.Agri Link Private Limited No 10-Jan-11
Freehold Land 1.46 P.K.Agri Link Private Limited No 2-Feb-18
Freehold Land 1.53 P.K.Agri Link Private Limited No 27-Feb-19
Freehold Land 0.62 P.K.Cereals Private Limited No 15-Jun-89
Freehold Land 61.97 Shri Jatadhari Rice Mill Private Limited No 13-Nov-09
Freehold Land 10.48 Shri Jatadhari Rice Mill Private Limited No 24-Dec-10
Freehold Land 11.53 Shri Jatadhari Rice Mill Private Limited No 31-Dec-10
Freehold band 3.93 Shri Jatadhari Rice Mill Private Fimited No 16-May-12
Freehold band 3.14 Shri Jatadhari Rice Mill Private Fimited No 10-Aug-12
Freehold band 3.14 Shri Jatadhari Rice Mill Private Fimited No 4-Dec-12
Freehold band 3.80 Shri Jatadhari Rice Mill Private Fimited No 1-Feb-13
Freehold band 3.28 Shri Jatadhari Rice Mill Private Fimited No 14-Feb-13
Freehold band 3.14 Shri Jatadhari Rice Mill Private Fimited No 16-Apr-13
Freehold band 0.13 Shri Jatadhari Rice Mill Private Fimited No 16-May-13
Freehold band 0.26 Shri Jatadhari Rice Mill Private Fimited No 1 -Jun-13
Freehold band 10.74 Shri Jatadhari Rice Mill Private Fimited No 5-Aug-21
Kolata Office Building 280.05 P.K.Cereals Private Fimited No 8-Sep-15

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Eguipment and intangible assets 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, no proceedings have been initiated during the year or are pending against the Company as at March 31,2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended) and rules made thereunder.

ii. (a) The inventory, except stocks lying with third parties, has been physically verified by the management during the year. For stocks lying with third parties at the year-end, majority of written confirmations have been obtained. In our opinion, the freguency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory.

(b) As disclosed in note 46 to the financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. The Company do not have sanctioned working capital limits in excess of Rs. five crores in aggregate from financial institutions during the year on the basis of security of current assets of the Company. According to the information and explanations given to us and on the basis of our examination ofthe records of the Company, the guarterly returns/statements filed by the Company with such banks are not in agreement with the audited/ unaudited books of accounts ofthe Company and the details are as follows:

Name of Bank Quarter Ended Particulars Amount as per books of accounts (A) Amount as reported in quarterly return/ statement (B) Amount of difference (A)-(B) Reason for material discrepancy
Axis Bank, Bank of Baroda, Union Bankof India, Bankof India, ICICI Bank, Central Bankof India March, 2025 Trade Receivable 15,726.78 25,116.12 (9,389.34) Due to restatement of financial statements pursuant to scheme of amalgamation and finalisation of accounts
Trade Payable net of Advance to Supplier 5,846.08 (7,513.62) 13,359.70
Inventory 19,286.85 20,785.46 (1,498.61)
Axis Bank, Bank of Baroda,Union Bankof India, Bankof India, ICICI Bank, Central Bankof India December, 2024 Trade Receivable 14,013.00 19,076.38 (5,063.38) Due to restatement of financial statements pursuant to scheme of amalgamation and finalisation of accounts
Trade Payable net of Advance to Supplier 2,163.23 (4,567.56) 6,730.79
Inventory 18,430.13 19,577.44 (1,147.31)

iii. The Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii)(a) to 3(iii)(f) of the Order are not applicable to the Company and hence not commented upon

iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

vi. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the maintenance of Cost Records is applicable to the Company under sub section (1) of section 148 of the Act in respect of the production of certain types of edible oil by the Company. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, in respect of such products manufactured by the Company, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of statutory dues:

(a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, EmployeesState Insurance, Income-tax, duty of Custom, Cess and other material statutory dues applicable to it with the appropriate authorities. We have been informed that the Company did not have any dues on account of Sales Tax, Service Tax, duty of Excise and Value Added Tax.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, duty of Custom, Cess and other material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues of Goods and Service tax, Provident Fund, EmployeesState Insurance, Income-tax, duty of Custom, Cess and other material statutory dues which have not been deposited by the Company on account of any dispute except the following:

Name of the Statue Nature of the dues Amount (Rs.in lakhs) Period to which the amount relates Forum where the dispute is pending
Income-tax Act 1961 IncomeTax 22.84 Assessment Year 2010-11 C.l.T (Appeals)
Income-tax Act 1961 IncomeTax 145.05 Assessment Year 2016-17 C.l.T (Appeals)
Income-tax Act 1961 IncomeTax 479.23 Assessment Year 2010-11 C.l.T (Appeals)
Income-tax Act 1961 IncomeTax 56.67 Assessment Year 2016-17 C.l.T (Appeals)
Income-tax Act 1961 IncomeTax 15.83 Assessment Year 2015-16 C.l.T (Appeals)

viii. According to the information and explanations given to us and on the basis of our examination of the records of

the Company, there were no transactions relating to previously unrecorded income that have been surrendered or

disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (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 repayment of any loans or other borrowings or in the payment of interest thereon to any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the 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 financial statements of the Company, funds raised on short- term basis from banks being Rs.3562.20 lakhs have been used during the year for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements 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 subsidiaries.

(f) 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 raised any loans during the year on the pledge of security and hence reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt

instruments) during the year and hence reporting under clause 3 (x) (a) of the Order is not applicable.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) other than 985,345 shares allotted pursuant to Scheme of Arrangement without payment of cash during the year, and hence reporting under clause 3(x)(b) of the Order is not applicable.

xi. (a) Based on examination of the books and records of the Company and according to the information and

explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

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

(c) According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year (and upto the date of this report). Accordingly, no such complaints were considered while determining the nature, timing and extent of our audit procedures.

xii. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013 and hence reporting under clause 3 (xi i) of the Order is not applicable.

xiii. 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 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as reguired by the applicable accounting standards.

xiv. (a) In our opinion the Company has an adeguate internal audit system commensurate with the size and the nature

of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

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 with its directors during the year, and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. (a) In our opinion and according to the information and explanations given to us, the Company is not reguired to

be registered under section 45-1A of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not incurred cash losses during the financial year covered by our audit but has incurred cash losses in the immediately preceding financial year.

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

xix. 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.

xx. Based on examination of the books and records of the Company and according to the information and explanations given to us, there is an unspent amount of Rs.23.06 lakhs that is reguired to be transferred to a fund specified in Schedule VII of the Companies Act, 2013 in compliance with second proviso to sub section 5 of section 135 of the Act.

For SEN & RAY
Chartered Accountants
(Firms Registration No.303047E)

S.K. Dasgupta

(Partner)
Membership No.005103
UDIN: 25005103BMIKPI1148
Place: Kolkata
Date: May 28,2025

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