Newever Trade Wings Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To the Members of

NEWEVER TRADING WINGS LIMITED

Report on the Audit of Financial Statements

Qualified Opinion

We have audited the accompanying financial statements of NEWEVER TRADING WINGS LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at 31 March 2024, and its loss, total comprehensive income, its changes in equity and its cash flows for the year then ended in accordance with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 ("the Act"). Our qualification is in respect of the matters described under Key Audit Matters, which also form an integral part of this opinion.

Basis for Qualified Opinion

Statutory Non-Compliance: The Company has not complied with certain provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable laws during the year, including:

• Non-holding of Annual General Meeting within the prescribed time.

• Non-filing/delay in filing of statutory returns and financial statements with the Registrar of Companies.

• Non-compliance with various SEBI LODR requirements relating to timely submission of quarterly results, corporate governance reporting, and publication of notices.

Delay in Signing of Audit Report: This audit report for the financial year ended 31 March 2024 is being signed on the current date in 2025. While conducting this audit, we have considered the requirements of SA 560 Subsequent Events, and taken into account certain events and transactions that occurred between 1 April 2024 and the date of signing this report. The above delays constitute non-compliance with the Act and SEBI regulations, which may attract regulatory actions.

The Company, a listed entity, has not filed its financial statements with the Registrar of Companies (ROC) or made requisite submissions to the Securities and Exchange Board of India (SEBI) since the financial year ended 31 March 2017 and has not filed its income tax returns from the financial year 2019-20 onwards.

The last audited financial statements of the Company were prepared in accordance with the previous Generally Accepted Accounting Principles in India ("Indian GAAP") several years ago. No audited financial statements have been prepared for the intervening periods. The financial statements for the year ended 31 March 2018 are the first to be prepared in accordance with Ind AS, with the transition date being 1 April 2015.

Due to the absence of audited financial information for the intervening years and incomplete accounting records for certain historical periods in compliance with IND AS, we were unable to obtain sufficient appropriate audit evidence regarding:

• The opening balances as at 1 April 2015 (Ind AS transition date) and as at 1 April 20[..] (comparative year).

Here is a clear, point-by-point transcription of the text visible in the image:

• The completeness, accuracy, and existence of certain prior period transactions and balances carried forward into the current years financial statements.

Accordingly, we were unable to determine whether adjustments might have been necessary in respect of these matters.

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 Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act; and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. The Statutory Audit for the FY 2015-16 was conducted in accordance with Indian GAAP (IGAAP), and the audited financial statements were duly filed with the Registrar of Companies (ROC) and submitted to SEBI.

Since the Company is a listed entity, it was required to transition its financial statements from IGAAP to Ind AS in compliance with statutory requirements. Accordingly, the opening balances as of the Ind AS transition date were restated, and subsequent financial years have also been prepared in compliance with Ind AS.

Although the financial statements for FY 2016-17 were already audited by the previous statutory auditor under IGAAP, the management, in compliance with statutory requirements, has requested us to carry out an audit of the Ind AS restated financials for that year as well. This ensures consistency and comparability of the financial statements under the Ind AS framework.

"The matters described under Key Audit Matters form an integral part of our basis for qualification."

Material Uncertainty Related to Going Concern

We draw attention to the Key Audit Matter of the report, which indicates that the Company has not complied with statutory filing requirements with ROC, SEBI, Income Tax authorities and other statutory authorities for multiple years and has not maintained continuous audited records. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. Further, the Company has been incurring continuous losses and its business operations and transactions have remained largely suspended for several years. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Loans And Advances, Trade Receivables, and Trade Payables

The balances of loans and advances, trade receivables, and trade payables are subject to reconciliation and have not been confirmed by the respective parties. Consequently, we were unable to obtain sufficient and appropriate audit evidence regarding the accuracy, completeness, and existence of these balances.

Emphasis of Matter

We draw attention to the fact that these restated standalone Ind AS financial statements are prepared subsequent to their original audit under IGAAP, and our audit report does not supersede the earlier audit report issued under IGAAP but provides an opinion only on the restated Ind AS financial statements.

Our opinion is qualified in respect of this matter.

1. Adjournment of Annual General Meeting: The Company adjourned the Annual General Meeting to finalize the accounts, as the corporate office was taken over by ICICI Bank under the provisions of the SARFAESI Act.

2. We draw attention to the fact that the Annual General Meeting (AGM) of the Company for certain earlier years could not be held within the time prescribed under the Companies Act, .2013, as the financial statements were not ready for adoption. The Company has subsequently filed for condonation /regularisation with the Registrar of Companies (ROC), and the delay has been regularised. Our opinion 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 financial statements. In this case, the Key Audit Matters described below are also matters that have led to our Qualified Opinion.

1. Losses, Net Worth Erosion, and Going Concern

• The Company has incurred substantial losses and its net worth has been completely eroded.

• No revenue-generating activity has been carried out during the financial year 2017–18.

• Management has prepared the accounts on a going concern basis, though significant uncertainty exists.

We considered this matter to be of most significance as it impacts the Companys ability to continue as a going concern and directly forms the basis of our qualified opinion.

2. Preparation of Financial Statements after Extended Non-compliance with Regulatory Filing Requirements:

Description of matter:

The Company, a listed entity, has not filed its financial statements with the Registrar of Companies (ROC) or made the requisite submissions to the Securities and Exchange Board of India (SEBI) since the financial year ended 31 March 2015. Further, the Company has also not filed income tax returns from the financial year 2018–19 onwards. The current years financial statements are prepared under the Indian Accounting Standards ("Ind AS") for the first time, with the transition date being 1 April 2015.

These circumstances indicate significant regulatory non-compliance and potential legal consequences. They also raise questions about the Companys ability to continue as a going concern, given the absence of timely and accurate financial reporting for multiple years.

How the matter was addressed in the audit:

• Evaluated managements assessment of the Companys ability to continue as a going concern, including assessment of available financial resources, operational status, and ongoing litigations.

• Examined correspondence with regulatory authorities and legal advisors regarding the non-compliances and potential penalties.

• Considered whether adequate disclosures have been made in the financial statements regarding these matters.

3. First-time Adoption of Ind AS after Significant Gap in Financial Reporting

Description of matter:

The Company has prepared its financial statements in accordance with Ind AS for the first time, with the transition date being 1 April 2015. The last audited financial statements, filed several years ago, were prepared under Indian GAAP. There has been no continuous audited financial information since then. The opening Ind AS balances have been prepared using managements reconstruction of financial records for the intervening years, based on available supporting documents and management estimates.

Given the long gap, the completeness and accuracy of historical financial data, as well as the appropriateness of adjustments made for Ind AS transition, involve significant management judgment and estimation.

How the matter was addressed in the audit:

[Text cuts off at the bottom of the page]

If you want, I can:

• Analyze the specific impact of the complete net worth erosion mentioned here.

• Explain how an auditor validates "reconstructed" financial records during an Ind AS transition.

• Compile all your transcribed pages into a single, cohesive document.

Let me know how you would like to proceed.

Here is a clear, point-by-point transcription of the text visible in the image:

• Evaluated the process and assumptions used by management for reconstructing historical financial information and Ind AS transition adjustments.

• Verified selected historical transactions and balances on a test-check basis with available supporting documentation.

• Assessed whether the Ind AS 101 "First-time Adoption" adjustments have been made in accordance with the standard.

• Evaluated the adequacy of disclosures relating to transition and limitations in historical data.

4. Limitation of Audit Scope due to Unavailability of Sufficient Appropriate Audit Evidence for Prior Periods

Description of matter:

Due to the absence of audited financial statements for several prior years and incomplete accounting records for certain historical periods, we were unable to obtain sufficient appropriate audit evidence in respect of opening balances and certain comparative financial information. This has resulted in a limitation on the scope of our audit, particularly in relation to verification of prior period figures and the opening equity position at the Ind AS transition date.

How the matter was addressed in the audit:

• Performed alternative audit procedures, including review of available bank statements, statutory records, and board resolutions where feasible.

• Assessed the impact of the scope limitation on the current years audit opinion and included a separate "Basis for Qualified Opinion" paragraph accordingly.

5. Key Audit Matter–Significant Write-off and Write-back of Loans, Sundry Creditors, and Debtors

Description of the matter:

During the year, the Company has recorded significant write-offs of certain loan balances and sundry debtor balances, and write-backs of sundry creditor balances in the Statement of Profit and Loss. These adjustments were made based on managements assessment of recoverability and obligations.

The amounts involved are material to the financial statements. Such write-offs and write-backs require significant management judgement in assessing recoverability of receivables, existence and validity of liabilities, and the appropriateness of derecognising financial assets and liabilities in accordance with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets."

There is a risk that such adjustments may not be supported by adequate documentary evidence and may not comply with the recognition and measurement principles of the applicable accounting standards, or may involve management bias in financial reporting.

How the matter was addressed in the audit:

Our audit procedures included, among others:

• Obtaining a detailed schedule of all loan, debtor, and creditor balances written off or written back during the year, and reconciling them with the general ledger.

• Evaluating the business rationale for the write-offs and write-backs, including review of correspondence in some cases and board approvals where applicable.

• For receivables written off, assessing whether the Company had taken all reasonable steps for recovery and whether such balances met the criteria for derecognition under Ind AS 109.

• For liabilities written back, verifying the absence of present obligations by reviewing correspondence with the parties and other relevant documentation, and assessing compliance with Ind AS 37.

• Evaluating the adequacy and completeness of related disclosures in the financial statements, including the accounting policy, nature, and quantum of such adjustments.

Based on the procedures performed, we assessed the reasonableness of managements judgements and the appropriateness of the accounting treatment of such write-offs and write-backs.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and presentation of these financial statements in accordance with Ind AS and the provisions of the Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that 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 charged with governance are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material 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:

• 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. 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 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. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 financial statements, including the disclosures, and whether the 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 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

1. As required by section 143(3) of the Act, based on our audit we report that:

2. 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 except as stated in the Basis for Qualified Opinion paragraph above.

3. b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, except for the effects/possible effects of the matter described in the Basis for Qualified Opinion paragraph above.

4. c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account, except for the effects/possible effects of the matter described in the Basis for Qualified Opinion paragraph above.

5. d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, except for the non-compliance described in the Basis for Qualified Opinion paragraph above.

6. e. On the basis of written representations received from the directors as on the date of this report, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act, except that certain statutory non-compliances noted in the Basis for Qualified Opinion paragraph above may have implications on such disqualification assessment. However on our enquiry, the management informed that the KYC of the directors will be updated in MCA. In the absence of such written representations and other sufficient appropriate audit evidence, we are unable to comment on whether any director is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

7. 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" to this report.

8. g. 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:

9. In our opinion and according to the information and explanations given to us, we are unable to comment whether the remuneration paid by the Company to its directors during the year ended 31 March 2018 is in accordance with the provisions of section 197 of the Act, ..whether any dividend, if declared, has been paid in compliance with section 123 of the Act, as the Company has not complied with statutory requirements relating to holding of Annual General Meeting, maintenance of necessary records, and filing of returns with the Registrar of Companies. Accordingly, this constitutes a limitation on the scope of our work and forms part of the matters described in the Basis for Qualified Opinion paragraph above.

h. 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, 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 financial statements – Refer Note.

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

iii. According to the information and explanations given to us, the Company was not required to transfer any amounts to the Investor Education and Protection Fund during the year ended 31 March 2024, as no dividend has been declared and no such amounts were outstanding to be transferred.

iv. (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;

(b) 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;

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, nothing has come to our notice that has caused us to believe that the representations under sub-clauses (a) and (b) contain any material misstatement. However, due to the non-maintenance of certain statutory records and absence of complete documentation, we were unable to independently verify the correctness of the above representations.

v. With respect to the Final Dividend:

We are unable to comment whether the final dividend, if any, proposed in the previous year and declared and paid by the Company during the year is in accordance with section 123 of the Companies Act, 2013, as applicable, due to the absence of adequate statutory records, minutes of Annual General Meeting, and supporting documentation. This matter is also described in the Basis for Qualified Opinion paragraph above.

vi. With respect to the reporting on the use of accounting software having an audit trail (edit log) feature:

With respect to the requirement relating to the use of accounting software having an audit trail (edit log) feature as prescribed under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, we note that the said requirement came into effect from 1 April 2023. However, we further draw attention to the fact that the Company has not filed its statutory returns and financial statements with the Registrar of Companies (ROC), SEBI, Income Tax authorities, and other statutory authorities for multiple years. Due to such statutory non-compliances and the absence of adequate and continuous accounting records, we are unable to comment whether:

the accounting software used during the year ended 31 March 2024 had an audit trail (edit log) feature, or

the integrity and completeness of the underlying transaction logs was maintained.

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

For Pams & Associates

Chartered Accountants

Firm Registration number: 316079E

[Signature]

CA Manoranjan Mishra

Partner

Membership Number: 063608

UDIN: 25063608B

Place: Bhubaneswar

Date: 23.08.2025

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 NEWEVER TRADING WINGS 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 over financial reporting of NEWEVER TRADING WINGS LIMITED ("the Company") as of 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Opinion

In our opinion, except for the possible effects of the material weaknesses described in the "Basis for Qualified Opinion" paragraph below, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such controls were operating effectively as at 31 March 2024, based on the 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 ICAI.

Basis for Qualified Opinion

The Company did not have an appropriate internal control system for:

• Timely statutory compliance and maintenance of statutory records.

• Proper documentation and verification of certain transaction.

• Conduct of physical verification of assets.

These weaknesses could result in material misstatements in the Companys financial statements.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the 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 adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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 on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing specified 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.

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.

(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 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 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.

For Pams & Associates

Chartered Accountants

Firm Registration number: 316079E

CA Manoranjan Mishra

Partner

Membership Number: 063608

UDIN: 25063608BMJA

Place: Bhubaneswar

Date: 23.08.2025

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of NEWEVER TRADING WINGS LIMITED of even date)

Disclaimer on Applicability:

The reporting period under audit is the financial year ended 31 March 2024, for which the applicable order was the Companies (Auditors Report) Order, 2016 ("CARO 2016"). However, as the audit report is being issued on the current date in 2025, we are furnishing our comments in the format prescribed under CARO 2020 for uniformity and to meet current reporting expectations. Our comments are based on the information and explanations given to us and on the basis of the books of account and other records made available to us, which, in several instances, were incomplete or not produced. Accordingly, in many clauses, our comments are qualified or restricted due to limitations in the availability of audit evidence.

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

(a) The company has not maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. Fixed asset registers were not produced for our verification.

(b) The company has not carried out a physical verification of its Property, Plant and Equipment during the year. Consequently, we are unable to comment on discrepancies, if any.

(c) According to the information and explanations given to us and based on our examination of the records, the company does not own any immovable property. Accordingly, the reporting under clause 3(i)(c) of the Companies (Auditors Report) Order, 2020 is not applicable.

(d) The Company has not revalued any of its Property, Plant and Equipment and Intangible assets during the year.

(e) We were not provided with sufficient information and explanations to enable us to determine whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988, and rules made thereunder. Accordingly, we are unable to comment on this matter.

ii. (a) As explained to us, the company does not have any inventory. Accordingly, reporting under clause 3(ii)(a) of the Companies (Auditors Report) Order, 2020 is not applicable to the company.

(b) The company has not been sanctioned any working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, the reporting under clause 3(ii)(b) of the Companies (Auditors Report) Order, 2020 is not applicable to the company.

iii. (a) According to the information and explanations given to us and based on our examination of the books of account, the Company has granted loans and advances in the nature of loans to its related parties the details of which is given below.

Table: Loans and Advances to Related Parties

Particulars	Closing Balance (Rs. In Lakhs) 31-03-2024
(i) Loan and Advance
Alfred Beverages Pvt. Ltd.	88.78
Total	88.78

(b) However, in the absence of complete supporting documentation such as loan agreements, repayment schedules, and interest terms, we are unable to comment on whether the terms and conditions of such loans and advances are prejudicial to the Companys interest.

(c) Due to incomplete records, we are also unable to comment on the regularity of repayments, overdue amounts, or renewals of loans, if any.

(d) Due to the absence of repayment details, we are unable to determine whether there are any overdue amounts outstanding for more than ninety days.

(e) Further, owing to the lack of complete information, we are unable to comment on whether any loans or advances have been renewed or extended or whether any fresh loans have been granted to settle existing loans.

(f) Additionally, due to incomplete records, we are unable to confirm whether any loans or advances have been granted without specifying the terms of repayment.

iv. We were not provided with sufficient information and explanations to enable us to determine whether the company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, guarantees, securities, or investments. Accordingly, we are unable to comment on this matter.

v. The company has not accepted any deposits from the public during the year. However, we were not provided with sufficient records and information to enable us to verify full compliance with the provisions of Sections 73 to 76 of the Companies Act, 2013 and the directives issued by the Reserve Bank of India. Accordingly, we are unable to comment on this matter.

vi. We were not provided with sufficient records and information to enable us to ascertain whether the Central Government has prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013 and whether such records have been maintained by the company. Accordingly, we are unable to comment on this matter.

vii. (a) The Company is irregular in depositing undisputed statutory dues including GST, income-tax, TDS, PF, ESI, and others with the appropriate authorities. Significant undisputed statutory dues were outstanding for more than six months at the balance sheet date.

(b) There were disputed statutory dues outstanding as on 31 March 2024. The details could not be fully ascertained in the absence of complete records.

However as provided by the management, the following statutory dues are pending as on 31.03.2024 the details of which is given below.

Table: Pending Statutory Dues Under Dispute

Name of the Statute	Dispute (in brief)	Demand Amount (Rs.)	Forum where dispute is pending
Processing fees for revocation of suspension	Processing fees for revocation of suspension	29,500	Bombay Stock Exchange (BSE)
Reinstatement fees	Reinstatement fees	1,77,000	Bombay Stock Exchange (BSE)
SEBI SOP fines	SEBI SOP fines	43,26,833	Bombay Stock Exchange (BSE)
Income Tax		1,79,45,100	CIT(A)
VAT	ITC Claim	48,74,255	IT Investigation Unit of Commercial taxes, West Bengal

Now that we have transcribed the detailed breakdown of these disputed statutory amounts, would you like me to:

viii. During the course of our examination, we have not come across any unrecorded income of the Company; however, due to limitations in the completeness of books and records made available to us, we are unable to confirm whether any income has been earned by the Company which has not been recorded in the books of account, in accordance with the provisions of the Income Tax Act, 1961.

ix. (a) The Company has defaulted in the repayment of dues to banks, financial institutions, and other lenders. However, complete details of such defaults, including the amount and period of default, could not be verified due to the absence of confirmations from lenders and incomplete loan records. Consequently, we are unable to comment on the full extent of the defaults.

(b) We were not provided with sufficient information and records to enable us to determine whether the company has been declared a wilful defaulter by any bank, financial institution, government, or government authorities. Accordingly, we are unable to comment on this matter.

(c) According to the information and explanations provided to us, the term loans taken by the company during the year have been applied for the purposes for which they were obtained.

(d) According to the information and explanations provided to us, the company has not utilised any funds raised on a short-term basis for long-term purposes.

(e) We were not provided with sufficient information and records to enable us to determine whether the company has taken any funds from any entity or person to meet the obligations of its subsidiaries, associates, or joint ventures. Accordingly, we are unable to comment on this matter.

(f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, hence the clause 3 (ix) (f) of the Order is not applicable to the Company.

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) The Company has not made any preferential allotment or private placement of shares and Convertible Debenture during the year hence reporting under the Clause 3 (x)(b) of the order is not applicable.

xi. (a) No fraud by the Company or on the Company has been reported to us during the year. However, due to significant weaknesses in internal controls and absence of complete records, we are unable to state whether instances of fraud may have occurred but remained undetected.

(b) 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) As explained to us the company has not received any whistle blower complaints during the year (and upto the date of this report). Management representation with regards to the same was obtained from the company. However the procedure followed by the company in this regard is not adequate and needs improvement.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (xii) (a), (b) and (c) of the Order is not applicable to the Company.

xiii. Due to the absence of complete records and disclosures, we were unable to obtain sufficient appropriate evidence to comment on compliance by the company with the provisions of Sections 177 and 188 of the Companies Act, 2013 in respect of related party transactions. Accordingly, we are unable to comment on this matter.

xiv. The Company does not have an internal audit system commensurate with the size and nature of its business.

xv. Based on the information and explanations available to us, the company has not entered any non-cash transactions with its directors or persons connected with them. However, due to incomplete records, our verification in this regard is limited and we are unable to comment beyond the information provided.

xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA 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. The company has incurred cash losses during the financial year under audit as well as in the immediately preceding financial year.

xviii. According to the information and explanations given to us, the previous statutory auditor of the Company, M/s P K Rai & Co., Chartered Accountants, resigned from their office during the year due to preoccupation in other assignments. We were appointed as statutory auditor of the Company to fill the casual vacancy arising from such resignation. We have obtained and considered the resignation letter and the No Objection Certificate issued by the outgoing auditor and noted that no issues, objections or concerns were raised by them which require our consideration while performing our audit.

xix. The companys net worth has been substantially eroded, and there are multiple statutory non-compliances. In our opinion, these conditions indicate a material uncertainty that may cast significant doubt on the companys ability to continue as a going concern. Our opinion is not modified in respect of this matter.

xx. In respect to Corporate Social Responsibility:

a) The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the company.

b) As the provisions of Section 135 are not applicable to the company, the requirement to transfer any unspent CSR amounts to a Fund specified in Schedule VII of the Companies Act, 2013 is also not applicable.

xxi. The reporting under clause 3(xxi) is not applicable to the Company, as the Company neither have its subsidiary Company nor it is a subsidiary of other Company.

For Pams & Associates

Chartered Accountants

Firm Registration number: 316079E

CA Manoranjan Mishra

Partner

Membership Number: 063608

UDIN: 25063608BMJA

Place: Bhubaneswar

Date: 23.08.2025