To
The Members of M/s NETTLINX LIMITED
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of M/s.
Nettlinx Limited, ("the Company"), its subsidiaries (the company and its
subsidiaries together referred as "Group"), which comprise the consolidated
Balance Sheet as at March 31, 2023, the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the consolidated Cash Flow Statement and the
Consolidated Statement of Changes in Equity for the year then ended, and a summary of the
significant accounting policies and other explanatory information (hereinafter referred to
as "the consolidated financial statements").
In our opinion and to the best of our information and according to explanations given
to us, the aforesaid consolidated financial statements give the information by the
Companies Act, 2013 (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 consolidated state of affairs of the Group as at March
31,2023, the consolidated profit, consolidated total comprehensive income, consolidated
changes in equity and its consolidated cash flows for the year ended on that date except
for the matters described in the Basis for Disclaimer of Opinion section of our report, we
are not been able to obtain sufficient appropriate audit evidence to provide a basis for
an audit opinion.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those Standards are further
described in the "Auditors Responsibilities for the Audit of the Consolidated
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
Consolidated financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the 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, and we do not provide a separate
opinion on these matters. We have not noticed any findings which are required to be
considered in key audit matters of independent auditors report.
Managements Responsibility for the Consolidated Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to preparation of these consolidated financial statements
that give a true and fair view of the consolidated financial position, consolidated
financial performance, consolidated total comprehensive income, consolidated changes in
equity and consolidated cash flows of the Group in accordance with the Ind AS and other
accounting principles generally accepted in India.
The respective Board of Directors of the companies included in the Group are
responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application
Auditors Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud
and 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 and error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions
of users on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated
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 of our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from, as fraud may involve
collusion, forgery, international omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal financial controls relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under section
143(3)(If the Act, we are also responsible for expressing our opinion on whether the
Company and its subsidiary companies which are companies incorporated in India, has
adequate internal financial controls system in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used in 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 ability of
the Group 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 consolidated 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 Group to cease to continue as a going concern
• Evaluate the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and
performance of the audit of the financial statements of such entities included in the
consolidated financial statements.
• Materiality is the magnitude of misstatements in the consolidated financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial statements may be
influenced.
• We consider quantitative materiality and qualitative factors in (i) Planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the financial statements.
• We 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 consolidated 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.
Other Matters
a) We did not audit the financial statements / financial information of three
subsidiaries included in the consolidated financial results, whose financial statements /
financial information reflect total assets of Rs. 2699.94 Lakhs as at 31st March, 2023,
total revenues of Rs.252.48 Lakhs, total net loss after tax of Rs. 40.12 Lakhs, total
comprehensive loss of Rs.40.12 Lakhs and cash flows (net) of Rs. -453.90 Lakhs for the
year ended on that date, as considered in the consolidated financial results. The
consolidated financial results also include the Groups share of net loss after tax of
Rs.20.97 Lakhs and total comprehensive loss after tax of Rs.20.97 Lakhs for the year ended
31st March, 2023, as considered in the consolidated financial results, whose financial
statements / financial information have not been audited by us. This financial statements
/ financial informationhas been audited by other auditors whose reports have been
furnished to us by the Management and our opinion on the consolidated financial results,
in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries is based solely on the reports of the other auditors and the procedures
performed by us as stated in paragraph 3 above.
Further, the consolidated financial results includes the unaudited financial
statements/ financial information of one subsidiary, whose financial statements/ financial
information reflect total assets of Rs.607.58 Lakhs as at 31st March, 2023, total revenue
of Rs.896.63 Lakhs, total net loss after tax of Rs.113.88 Lakhs, total comprehensive
income after tax of Rs. -113.88 Lakhs and cash flows (net) of Rs. -25.55 Lakhs for the
year ended on that date, as considered in the consolidated financial results. The
consolidated financial results also include the Groups share of net profit after tax of
Rs. -113.88 Lakhs and total comprehensive income after tax of Rs. -113.88 Lakhs for the
year ended 31st March, 2023, as considered in the consolidated financial results, whose
financial statements / financial information have not been audited by us. This financial
statement/ financial information is unaudited and have been furnished to us by the
Management and our opinion on the Statement, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based solely on such unaudited
financial statements/financial information. In our opinion and according to the
information and explanations given to us by the Management.
b) Our opinion on the consolidated financial statements, and our report on Other Legal
and Regulatory Requirements below, is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
As required by Section 143 (3) of the 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 of the aforesaid
financial statements except for the matter specified under para "Basis for Disclaimer
of Opinion" above.
(b) In our opinion, proper books of account as required by law relating to preparation
of the aforesaid consolidated financial statements have been kept so far as it appears
from our examination of those books.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), and the Consolidated Cash Flow Statement dealt
with by this report are in agreement with the books of accounts for the purpose of
preparation of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the
Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
(e) On the basis of Written Representations received from the directors of the Company
as on March 31, 2023 taken on record by the Board of Directors of the Company and its
subsidiaries incorporated in India and the reports of the statutory auditors of its
subsidiary companies incorporated in India, none of the directors of the Group companies
incorporated in India is disqualified as on March 31, 2023 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" which is based on the auditors reports of the
Company and its subsidiary companies incorporated in India. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the internal financial
control over financial reporting of those companies, for reasons stated therein.
(g) 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 consolidated financial statements disclose the impact of pending litigations on
the consolidated financial position of the Group. Refer Note No.32 of the Consolidated
Financial Statements
ii. The Company and its Subsidiaries did not have any material foreseeable losses on
long term contracts including derivative contracts.
iii. There are no amounts which are required to be transferred to Investor Education
and protection fund.
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