Praxis Home Retail Ltd Auditor Reports

To

The Members of Praxis Home Retail Limited

1. Disclaimer of Opinion

We have audited the accompanyingfinancial statements of Praxis Home Retail Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

We do not express an opinion on the aforesaidfinancial statements of the Company, because of the signi cance of the matter described in the Basis for Disclaimer Opinion section of our report, we have not been able to obtain suf cient appropriate audit evidence to provide a basis for an opinion on the aforesaidfinancial statements.

2. Basis for Disclaimer of Opinion a) As stated in note no. 41 of thefinancial statements of the Company, it has “Deposit receivables towards matured lease agreement (which were given in the nature of security deposit)” from a related party of an amount of Rs. 10,100 lakhs. The Company has not identified & recognised loss allowance for expected credit losses (ECL) on such other receivables, which is not in conformity with the requirements of Ind AS 109 “Financial Instruments”. Further, we are informed by the management that till date the Company has not received any appropriate / adequate response from the lessor towards refunding such amount. Considering these facts and the availablefinancial position / statement of such related party where there is an indication about material uncertainty towards its ability to continue as going concern and where an Interim Resolution Professional has been appointed by Honble National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 and other relevant surrounding circumstances, we are unable to determine and quantify whether this amount will be fully recoverable and it requires any provision of ECL. These facts also give rise to material uncertainty as regards possible material adjustments that may be required to made to the values of recorded security deposits and unrecorded assets and tax implications, if any, arising on account of settlement of such transactions, which could not be recorded in thefinancial results on account of these being not readily ascertainable. Pursuant to non-receipt of response from the lessor towards refunding the speci ed amount and non-determination of the ECL provision and availability of balance con rmation, its impact on the losses and EPS of the Company for the quarter and year ended March 31, 2024 and on the other equity as on the balance sheet date, is not ascertainable. This matter was also modi ed in our report on thefinancial results for the year ended March 31, 2023. b) Balances of trade payables aggregating to Rs. 9,776.20 lakhs and write backs of amounts of Rs. 206.47 lakhs, of respective parties are subject to confirmations and reconciliations, if any, amounts of which are not ascertainable. Hence, we are unable to comment on the correctness of these gures and if any adjustments are required to the said balances as on the March 31, 2024 and related disclosures in the Financial Statements. This matter was also modi ed in our report on thefinancial results for the year ended March 31, 2023. c) As stated in note no. 50 of thefinancial statements wherein it is stated that the Company has not created provisions towards impairment on Rights of Use assets (ROU), having value of Rs. 10,725.90 lakhs as on March 31, 2024. The Company has incurred cash losses during the year, its net worth is completely eroded and its current liabilities exceed current assets. Inspite of these indicators no assessment of impairment has been carried out. Hence, we are unable to comment upon the impact arising on the loss and EPS for the year ended March 31, 2024 and on the carrying value of ROU & other equity as on March 31, 2024. d) As explained in note no. 49 of thefinancial statements, during the year the Company has recti ed the cost of its inventories, whereas as per the earlier practice, overheads including the costs which were yet to be incurred were loaded on a standard rate in the inventory. This approach was not in compliance with Ind AS - 2 “Inventories”. Such recti cation in thefinancial statement has not been carried out in accordance with the requirements of Ind AS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” and Ind AS 1 “Presentation of Financial Statements” by not restating and presenting the comparativefinancial statements for an amount of Rs. 838.51 lakhs. This amount has been charged as an exceptional item to the Statement of Profit and Loss, which is also not as per the requirement of Division II of Schedule III. Due to such accounting treatments, losses of the year and other equity as on March 31, 2023 are higher by Rs. 838.51 lakhs, respectively. Impact on the losses of the previous year and on the other equity as on April 1, 2022 and March 31, 2023 of the Company is not known. In addition to this matter, considering the matters described in paragraph 3(a) to 3(c) above, even impact on the EPS of the current year and the previous year is not known. The comparative quarters gures / presentation with regards to these transactions have also not been restated / reclassi ed.

We conducted our audit of thefinancial statements in accordance with the Standards on Auditing speci ed under Section 143(10) of the Act (SAs). 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 the Rules thereunder, and we have ful lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics.

3. Material Uncertainty Related to Going Concern

We draw attention to note 44 in thefinancial statements which states that during the year, the company has incurred a cash loss of Rs. 4,942.12 lakhs and its net worth is negative as on the Balance Sheet date. Further, the Companys current liabilities exceeded its current assets by Rs. 10,045.55 lakhs as at the balance sheet date [excluding the effect of the observations stated in paragraph 2(a), 2(c) and 2(d)]. The Company has also received notice for application under the Insolvency and Bankruptcy Code 2016 from one of the operational creditors. The above situation indicates that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. In view of above, we are unable to obtain suf cient appropriate audit evidence as to whether the Company will be able to service its debts, realize its assets and discharge its liabilities as and when they become due over the period of next twelve months. Accordingly, we are unable to comment on whether the Company will be able to continue as Going Concern.

4. Key Audit Matters

Our report does not includes the section of Key Audit Matters, as our opinion is disclaimed, which is in accordance with the requirements of the SA 705, as issued by ICAI.

5. Information other than thefinancial statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion & Analysis, Boards Report and Corporate Governance Report (but does not include thefinancial statements and our auditors report thereon) which are expected to be made available to us after the date of this auditors report. Our opinion on thefinancial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of thefinancial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations.

6. Responsibilities of Management and Those Charged with Governance for thefinancial 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 thesefinancial statements that give a true and fair view of thefinancial position,financial performance, total comprehensive income, changes in equity and cash ows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the accounting standards speci ed under section 133 of the Act. This responsibility also includes 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 of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing thefinancial 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 tOfficease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Companysfinancial reporting process.

7. Auditors Responsibilities for the Audit of thefinancial statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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. However, because of the signi cance of the matter described in the Basis for Disclaimer Opinion section of our report, we have not been able to obtain suf cient appropriate audit evidence to provide a basis for an opinion on the aforesaidfinancial statements. We are independent of the Company in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

8. Report on Other Legal and Regulatory Requirements i. As required by the Companies (Auditors report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters speci ed in paragraphs 3 and 4 of the Order to the extent applicable ii. 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 purpose of our audit, except to the extent described in the Basis of Disclaimer of Opinion section above, where we were unable to obtain such information; b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except to the extent described in the Basis of Disclaimer of Opinion section above and except for the matters stated in the paragraph (h)(iv) below on reporting under Rule 11(g); c. Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account which are to be read with the paragraph on the Basis of Disclaimer of Opinion; d. Due to the possible effects of the matters described in the paragraph on Basis for Disclaimer of Opinion above, we are unable to state whether the aforesaidfinancial statements comply with the Ind AS speci ed under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended e. The matters described in the basis for Disclaimer of Opinion paragraph including the assessment with regards to material uncertainty about going concern as stated above, in our opinion, may have an adverse effect on the functioning of the Company; f. On the basis of written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2024, from being appointed as a director in terms of section 164 (2) of the Act; g. With respect to the adequacy of the internalfinancial controls with reference to thefinancial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a disclaimer opinion on the adequacy and operating effectiveness of the Companys internalfinancial controls with reference tofinancial statements; h. With respect to the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us the managerial remuneration paid by the Company to its director during the year is in accordance with the provisions of section 197 of the Act; i. Except for the possible effects of the matters described in the paragraph on Basis for Disclaimer Opinion above, 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 thefinancial position in itsfinancial statements Refer note 40 to thefinancial 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 amounts which were required 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, as disclosed in the note 54(ii) to thefinancial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.; (b) The Management has represented that to the best of its knowledge and belief, as disclosed in the note 54(iii) to thefinancial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (c) Based on audit procedures that have been considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contains any material misstatement. v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, the Company has used various accounting software(s) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has not operated during the year for all the relevant transactions recorded in the respective software(s). In the absence of adequate information, we are unable to state that there are any instances of audit trail feature being tampered with in respect of these accounting software(s).

In respect of an accounting software, which is hosted at a third-party service provider location, where the activities have been outsourced by the Company, independent service auditors report has been made available to us for the part of the year, however it does not contain any reporting reference in regards to compliance of audit trail feature as prescribed under provision of the Act. Hence, we are unable to comment upon whether the required provisions of the Act regarding audit trail for this software have been complied with in all aspects. With respect to such software, we are also unable to comment upon whether there was any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for thefinancial year ended March 31, 2024.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

 

Amit Hundia

Partner

Membership No. 120761

UDIN: 24120761BKCMRA2082

 

Place: Mumbai

Date: May 23, 2024

Annexure A to the Independent Auditors Report of even date on thefinancial statements of Praxis Home Retail Limited

Referred to in paragraph [10(i)] under Report on Other Legal and Regulatory Requirements of our report of even date

According to the information and explanations provided to us by the Company and the books of accounts and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment comprising of Right-of-use Assets.

B) The Company has maintained proper records showing full particulars of Intangible Assets. b) For the year, the property, plant and equipment have not been physically veri ed by the management. c) The Company does not have any immovable property; hence the provision of the clause 3(i)(c) of the Order is not applicable to the Company. d) During the year, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or Intangible Assets. e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) a) During the year, physical veri cation of inventory has been carried out by the management of the Company, at reasonable intervals and the coverage and the procedure of such veri cation is appropriate. As explained to us and on the basis of the records examined by us, the value of discrepancies noticed on such physical veri cation by the management did not exceed 10% or more in aggregate for the inventory. b) The Company has been sanctioned working capital limits in excess of Rs. Five crores in aggregate from a bank and afinancial institution on the basis of security of current assets. As mentioned in note no. 16 (D) of thefinancial statements, the Company has not submitted all the required details as a part of quarterly returns / statements to these entities. However, certain set of details which have been submitted to these entities on quarterly basis are in agreement with the books of account of the Company.

(iii) During the year the Company has not made any investments, not provided any guarantee or security or granted any loans or advance in nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or any Other parties. Further, there were no loans and advances in the nature of loan granted earlier which has been renewed or extended or fresh loans granted to settle the overdues of the existing loan given to the same parties. Hence, the reporting requirements of clause 3(iii) of the Order is not applicable to the Company.

(iv) The Company has not granted loans, made investments, given guarantees and securities. Hence, the reporting requirements of clause 3(iv) of the Order is not applicable to the Company. (v) The Company has not accepted any deposits or amounts which are deemed to be deposits under the provisions of the Companies Act, 2013. Hence, the reporting requirements of clause 3(v) of the Order is not applicable to the Company. (vi) The maintenance of cost records has not been speci ed by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus, reporting under clause 3(vi) of the Order is not applicable to the Company. (vii) Based on the records examined by us and according to the information and explanations given to us: a) The Company has generally been regular in depositing undisputed statutory dues, including provident fund, employees state insurance, income-tax, duty of customs, goods & service tax (GST), cess and other material statutory dues applicable to it, with the appropriate authorities though there has been a slight delay in a few cases. As explained to us, the Company did not have any dues on account of sales tax, service tax, duty of excise and value added tax. b) There were no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, duty of customs, goods and services tax, cess and other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable. c) Statutory dues referred to in sub- clause (a) above which have not been deposited as on March 31, 2024, on account of disputes are given below:

Name of the Statute	Nature of the Dues	Amount (Rs. in Lakhs)	Amount paid under Protest (Rs. in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income tax	34.13	6.82	AY 2018-19	CIT (Appeals), Mumbai
Income Tax Act, 1961	Income tax	50.72	10.14	AY 2019-20	CIT (Appeals), Mumbai
Income Tax Act, 1961	Income tax	28.96	5.79	AY 2020-21	CIT (Appeals), Mumbai
Central Goods and Service Tax Act, 2017	Goods and Service Tax	14.36	2.87	FY 2017-18	Appealte Authority State Tax Officer-Delhi
Central Goods and Service Tax Act, 2017	Goods and Service Tax	0.96	0.19	FY 2017-18	Appellate Authority State Tax Officer- Guwahti- Assam
Central Goods and Service Tax Act, 2017	Goods and Service Tax	30.54	6.11	FY 2017-18	Appellate Authority Central GST & Centra Excise - Chhattisgarh
Central Goods and Service Tax Act, 2017	Goods and Service Tax	21.65	4.33	FY 2019-20	Appellate Authority - State tax (Appeal-I) - Ahmedabad -Gujarat
Central Goods and Service Tax Act, 2017	Goods and Service Tax	367.88	Nil	November 2017 to September 2019	Directorate General of Anti Profiteering

(viii) There are no transactions which have not been recorded in the books of account which have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961). (ix) On the basis of our examination of the records and according to the information and explanations given to us and representation received from the management, during the year: a) the Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender. b) the Company has not been declared a wilful defaulter by any bank orfinancial institution or other lender. c) the Company has not availed any term loans during the year accordingly, reporting under paragraph 3(ix)(c) of the Order is not applicable to the Company. d) no funds raised on short-term basis have been used for long-term purposes by the Company. e) the Company does not have any subsidiary, associate or joint venture. Hence, the reporting requirements under clause 3(ix)(e) and (f) of the Order is not applicable.

(x) a) During the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and hence reporting requirements under paragraph 3 (x)(a) of the Order is not applicable to the Company. b) During the year, the Company has made issue of share warrants convertible into equity shares by way of preferential allotment and has also made rights issue of equity shares as a part of private placement. In regards to these issues, the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised. Further, other than as stated in this paragraph, in our opinion and according to the information, explanations and representation given to us, during the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible).

(xi) a) According to the information, explanation and representations given to us, no fraud by the Company or no fraud on the Company has been noticed or reported during the year. b) During the year, no report under sub-section (12) of section 143 of the Act has been led by cost auditor/ secretarial auditor or by us in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. c) According to the information, explanation and representations given to us by the management, during the year, there were no whistle blower complaints received by the Company. (xii) The Company is not a nidhi company and hence reporting under paragraph 3(xii) of the Order is not applicable to the Company. (xiii) According to the information and explanations given by the management, all the transactions entered during the year with the related parties are in compliance with section 177 and 188 of the Act where applicable. Further, the details of such related party transactions have been disclosed in thefinancial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures. (xiv) a) In our opinion, internal audit system needs to be made commensurate with the size and the nature of the business of the Company. b) We have taken into consideration, the internal audit reports for the period under audit issued to the Company till the date while determining the nature, timing and extent of audit procedures.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in section 192 of the Act. Hence, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India (RBI) Act, 1934. b) The Company has not conducted any Non- Banking Financial or Housing Finance Activities as prescribed under the Reserve Bank of India Act, 1934. c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence reporting under paragraph 3(xvi)(c) of the Order is not applicable. d) According to the information, explanations and representation given to us, there is no CIC in the Group. (xvii)According to the information and explanations given to us and based on our examination of the records of the Company, during the year, the Company has incurred cash losses of Rs. 4,942.12 lakhs. The effect of unquanti ed modification given in paragraph 2 of our independent auditors report has not been taken into consideration for the purpose of reporting in respect of this clause. Further, the Company has incurred cash losses of Rs. 3,825.44 lakhs in the immediately precedingfinancial year, which was also determined without considering the effect of the modi ed opinion issued for the immediately precedingfinancial year.

(xviii) During the year, there has been no resignation of the Statutory Auditors.

(xix) We draw attention to note no. 44 in thefinancial statements which states that during the year, the company has incurred a cash loss of Rs. 4,942.12 lakhs and its net worth is negative as on the Balance Sheet date. Further, the Companys current liabilities exceeded its current assets by Rs. 10,045.55 lakhs as at the balance sheet date [excluding the effect of the observations stated in paragraph 2(a), 2(c) and 2(d) of the main audit report]. The Company has also received notice for application under the Insolvency and Bankruptcy Code 2016 from one of the operational creditors. Further considering thefinancial ratios as disclosed in note 55 to thefinancial statement and ageing and expected date of realisation offinancial assets and payment offinancial liabilities, other information accompanying thefinancial statement, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern and it may not be 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.

(xx) Based on the examination of records of the Company and according to the information and explanations given to us, due to the losses incurred by the Company, the conditions and requirements of section 135 of the act is not applicable to the Company. Hence, reporting requirements under the clause 3(xx)(a) and (xx)(b) of the Order are not applicable.

(xxi) The Company does not have any subsidiary, associate or joint venture and hence, reporting requirements under the clause 3(xxi) of the Order is not applicable.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

 

Amit Hundia

Partner

Membership No. 120761

UDIN: 24120761BKCMRA2082

 

Place: Mumbai

Date: May 23, 2024

Annexure B to the Independent Auditors Report of even date on thefinancial statements of Praxis Home Retail Limited

Referred to in paragraph [10(ii)(f)] under Report on Other Legal and Regulatory Requirements of our report 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 internalfinancial controls overfinancial reporting with reference to the Financial Statements of Praxis Home Retail Limited (the “Company”) as of March 31, 2024 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliablefinancial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internalfinancial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing as speci ed under section 143(10) of the Act, to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India. 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 internalfinancial controls overfinancial reporting was established and maintained and if such controls operated effectively in all material respects.

Because of the material and pervasive nature of the matters described in the Basis of Disclaimer of Opinion section in out auditors report on the accompanyingfinancial statements, we are not able to obtain suf cient and appropriate audit evidence to provide a basis for our audit opinion on the Companys internalfinancial controls system overfinancial reporting with reference to the accompanyingfinancial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internalfinancial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles. A companys internalfinancial control overfinancial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on thefinancial statements.

Disclaimer of Opinion

According to the information and explanation given to us and considering the paragraph on the basis of disclaimer of opinion in our auditors report, the Company has not established its internalfinancial control overfinancial reporting on criteria based on or considering the essential component of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the ICAI. Because of these reasons, we are unable to obtain suf cient appropriate audit evidence to provide a basis for our opinion, whether the Company had adequate internalfinancial controls overfinancial reporting and whether such internalfinancial controls were operating effectively as at March 31, 2024. Accordingly, we do not express an opinion on Internal Financial Controls with reference to the Financial Statement.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of thefinancial statements of the Company for the year ended March 31, 2024 and the disclaimer does affect our opinion on thefinancial statements of the Company.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

 

Amit Hundia

Partner

Membership No. 120761

UDIN: 24120761BKCMRA2082

 

Place: Mumbai

Date: May 23, 2024