TO THE MEMBERS OF RACONTEUR GLOBAL RESOURCES LIMITED
ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Report on the Audit of the Standalone Financial Statements
1. Qualified Opinion
We have audited the accompanying Standalone Financial Statements of Raconteur Global Resources Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2026, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards (AS) prescribed under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and its profit/loss and its cash flows for the year ended on that date.
2. Basis for Qualified Opinion
We conducted our audit of the Standalone Financial Statements 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 Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial
Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these 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 qualified opinion, except for the matter described below:
Non-receipt of External Balance Confirmations (SA 505): External balance confirmations as required under SA 505 have not been received from the counter-parties. The balances of trade receivables, trade payables, loans and advances given and taken as at 31st March 2026 are subject to confirmation, reconciliation and consequential adjustments, if any. In view of the above, we are unable to comment upon the resultant impact on the profit for the year, reserves and surplus, loans and advances, trade receivables, trade payables and current and non-current assets and liabilities as at the balance sheet date.
3. Emphasis of Matter
We draw attention to the following matters in the Notes to the Standalone Financial Statements:
(i) Certain balances of trade receivables, trade payables, loans and advances remain unconfirmed as at the balance sheet date. As more fully described in the Basis for Qualified Opinion section above, we are unable to comment on the resultant impact on the profit for the year and the related balance sheet items as at 31st March 2026.
(ii) The Company has unsecured loans payable from various parties amounting to 60,16,39,663/- and loans and advances given amounting to 69,47,50,185/- as at the reporting date, which are substantial in comparison to the Companys net worth. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern. The going concern assumption is significantly dependent upon the recoverability of such loans and advances, continued support from lenders/creditors and the continuation of the Companys current business activities.
Our opinion on the Standalone Financial Statements is not modified in respect of the above matters.
4. 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. For matters already described in the Basis for Qualified Opinion or Emphasis of Matter sections above, the following description addresses only how our audit addressed those matters; the issue description is not repeated here.
S.No. Key Audit Matter Description |
Auditors Response |
| 1 Provision for Doubtful Loans and Advances 7,34,58,292/- | Our audit procedures included: |
| : During the year, the Company has created provision for doubtful loans and advances amounting to 7,34,58,292/- in respect of balances outstanding for a considerable period, where recoverability has been assessed as doubtful by the management. Considering the materiality of the amounts involved and the judgement required in assessing recoverability, this matter has been identified as a Key Audit Matter. | (a) obtaining and evaluating managements assessment regarding recoverability; (b) testing ageing of balances with reference to books of account and ledger records; (c) e x a m i n i n g s u p p o r t i n g d o c u m e n t s i n c l u d i n g agreements, invoices, account statements and correspondence; ( d ) s e e k i n g b a l a n c e confirmations under SA 505 confirmations were not received and managements explanations were evaluated; (e) checking subsequent receipts and payments after the reporting d a t e ; ( f ) e v a l u a t i n g r e a s o n a b l e n e s s o f managements judgement; (g) verifying accounting entries and their presentation; and (h) assessing adequacy of related disclosures. Our opinion is not modified in respect of this matter. |
S.No. Key Audit Matter Description |
Auditors Response |
| 2 Write-back of Old Payable Balances 85,53,804.56/-: During the year, the Company has written back old payable ba l an ces am ou nt i n g t o 85,53,804.56/- in respect of balances outstanding for a considerable period, where payability has been assessed as no longer applicable by the management. Considering the materiality involved and the judgement required in assessing payability, this matter has been identified as a Key Audit Matter. | Our audit procedures were aligned with those for Key Audit Matter 1 above. We obtained and evaluat ed managements assessment of payability of old balances; verified ageing of outstanding amounts; examined a v a i l a b l e s u p p o r t i n g documents; sent balance c o n f i r m a t i o n r e q u e s t s (confirmations not received managements explanations e v a l u a t e d ) ; a s s e s s e d r e a s o n a b l e n e s s o f managements judgement; verified accounting entries; and a s s e s s e d a d e q u a c y o f disclosures. Our opinion is not modified in respect of this matter. |
| 3 Concentration of Loans and Advances 69,47,50,185/- (80.86% of Total Assets): The Company has given substantial loans and advances to various e n t i t i e s a g g r e g a t i n g 69,47,50,185/- as at 31st March 2026, representing 80.86% of total assets. The largest outstanding is to Dhull Trading Private Limited 54,19,65,410/- in which a Director of the Company holds a directorship interest. This is identified as a Key Audit Matter due to concentration risk, related party concerns, and the dormant nature of several advances. | Our audit procedures included review of party-wise loan and a d v a n c e l e d g e r s , l o a n agreements, board approvals, b a n k s t a t e m e n t s a n d correspondence. We sent balance confirmation requests under SA 505 to parties having si g ni f i can t ou t st a ndi ng balances; where confirmations were not received, alternative procedures were performed including verification of subsequent receipts, ledger movements and bank records. We assessed the impact on going concern and evaluated adequacy of related disclosures. Our opinion is not modified in respect of this matter. |
5. Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Companys Board of Directors is responsible for the preparation and presentation of the Standalone Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the Accounting Standards (AS) prescribed under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended, and other accounting principles generally accepted in India. 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 the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
6. Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
* Identify and assess the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has 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 the Board of Directors.
* Conclude on the appropriateness of the Board of Directors 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
Standalone 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
Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 Standalone 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.
7. Other Matters
This report does not include reporting on matters specified under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been dealt with by us in a separate report of even date issued to the Board of Directors for the purpose of filing with the stock exchange.
Our opinion on the Standalone Financial Statements is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, 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, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid Standalone Financial Statements comply with the Accounting Standards (AS) specified under Section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2006, as amended.
(e) On the basis of the written representations received from the directors as on 31st March 2026, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2026 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure A, issued under Section 143(3)(i) of the Act.
(g) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V to the Act.
(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 Standalone Financial Statements disclose the impact, if any, of pending litigations on the financial position of the Company.
ii. The Company did not have any material foreseeable losses on long-term contracts, including derivative contracts, for which provision would be required under any applicable law or accounting standards
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the Standalone Financial 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, 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 to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the Standalone Financial 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, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on the audit procedures performed by us, 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 subclause (a) and (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year
vi. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account, and the feature of recording audit trail (edit log) facility, where applicable as per the statutory requirement, has operated for the year, and no instance of the audit trail feature being tampered with was noticed by us
Sandeep & Associates
For Kapil Sandeep & Associates |
Chartered Accountants |
Firm Registration No. 016244N |
CA. Surinder Pal Singh |
Partner |
Membership No. 511569 |
UDIN: 26511569KVWDOL5364 |
Place: Mohali |
Date: 30th May 2026 |
RACONTEUR GLOBAL RESOURCES LIMITED
CIN: L68100MH2018PLC307613
Annexures to the Independent Auditors Report on the Standalone Financial Statements for the year ended 31st March 2026
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph [*] under Report on Other Legal and Regulatory Requirements of our report of even date)
Report on the Internal Financial Controls 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 Raconteur Global Resources Limited ("the Company") as of 31st March 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (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) and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Basis for Qualified Opinion
According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Companys internal financial controls over financial reporting as at 31st March 2026:
(a) The Company did not have an adequate internal control system for obtaining external balance confirmations, on a periodic basis, in respect of trade receivables, trade payables and loans and advances given and taken, which could result in balances not being independently corroborated and reconciled in a timely manner. This failure could potentially result in material misstatements in the Companys trade receivables, trade payables, loans and advances balances, and consequently could have a material effect on the standalone financial statements.
(b) The Company did not have an adequate internal control system commensurate with the size and nature of its business for the sanction, documentation (including specification of rate of interest and repayment terms), monitoring and periodic assessment of recoverability of inter-corporate loans and advances given, including loans and advances to a party in which a director is interested, and for evaluating compliance with the limits, conditions and approval requirements under Section 186 of the Companies Act, 2013 in respect of such loans and advances, which are substantial and represent 80.86% of the Companys total assets as at the balance sheet date.
(c) The Company did not have an adequate internal control system for the timely identification, assessment and provisioning of doubtful loans, advances and other receivables, as evidenced by the write-off of advances of 7,34,58,292 for film distribution and satellite rights, and the write-back of an old payable balance of 85,53,804.56, both being balances outstanding for a considerable period prior to the year of write-off/write-back, without evidence of a systematic periodic review process having operated during the intervening years.
A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.
Qualified Opinion
In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as at 31st March 2026, 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 issued by the ICAI, except for the possible effects of the material weaknesses described above in the Basis for Qualified Opinion paragraph on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting as at 31st March 2026.
We have considered the material weaknesses identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended 31st March 2026, and these material weaknesses have affected our opinion on the standalone financial statements of the Company, and we have issued a qualified opinion on the standalone financial statements.
For Kapil Sandeep & Associates |
Chartered Accountants |
Firm Registration No. 016244N |
Sd/- |
CA. Surinder Pal Singh |
Partner Membership No. 511569 |
UDIN: 26511569KVWDOL5364 |
Place: Mohali |
Date: 30th May, 2026 |
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph [*] under Report on Other Legal and Regulatory Requirements of our report of even date)
Report under the Companies (Auditors Report) Order, 2020 ("the Order")
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we state that:
(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Property, Plant and Equipment have been physically verified by the management during the year.
(c) According to the information and explanations given to us and the records examined by us, the Company does not hold any immovable property (freehold/leasehold land or buildings) as at the balance sheet date; accordingly, the requirement to report on title deeds of immovable property is not applicable to the Company.
(d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
(e) According to the information and explanations given to us, no proceedings have been initiated during the year or are pending against the Company as at 31st March 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and the rules made thereunder.
(ii) Inventory and Working Capital
(a) The Company does not hold any inventory; accordingly, the requirements to report on physical verification of inventory and discrepancies of 10% or more are not applicable.
(b) During the year, the Company has not been sanctioned any working capital limits in excess of 5 crore, in aggregate, from banks or financial institutions on the basis of security of current assets; accordingly, reporting on the filing of quarterly returns/statements with such banks/financial institutions is not applicable.
(iii) Investments, Loans, Guarantees and Advances (Section 186)
During the year, the Company has made investments in, and granted unsecured loans and advances in the nature of loans to, companies, and other parties, as follows:
(a) The Company has not provided any guarantee or security or granted any advance in the nature of a loan to subsidiaries, joint ventures or associates during the year. The Company has, however, provided a loan in the nature of an inter-corporate deposit to Raconteur Granite Limited, its subsidiary, aggregating
6,18,87,745.27 (closing balance as at 31st March 2026), and has granted loans/advances to other parties, including Dhull
Trading Private Limited ( 54,19,65,410.44), Silex Granites
Private Limited, Charm Investments Private Limited, HKI Media Private Limited, Startup Stairs Private Limited, and certain other parties on a short-term basis. In our opinion, having regard to the aggregate quantum of such loans and advances (representing 80.86% of the Companys total assets as at the balance sheet date), and the nature of some of the counter-parties (including an entity in which a director of the Company is interested), the terms and conditions of the grant of these loans and advances are, prima facie, not prejudicial to the Companys interest to the extent ascertainable from the information made available to us.
(b) In respect of the aforesaid loans and advances, the schedule of repayment of principal and payment of interest has been stipulated and the repayments are regular.
(c) In respect of loans and advances in the nature of loans, they is no overdue for more than ninety days as at the balance sheet date.
(d) No loan or advance in the nature of a loan granted, which has fallen due during the year, has been renewed or extended, or fresh loans granted to settle the overdue of existing loans given to the same parties, based on the information made available to us.
(e) The Company has not granted loans/advances in the nature of loans, without specifying any terms or period of repayment.
(iv) Compliance with Sections 185 and 186
In respect of loans, investments, guarantees and security, the provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with.
(v) Deposits
The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, during the year. Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.
(vi) Cost Records
The maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of the activities carried on by the Company. Accordingly, reporting under clause 3(vi) of the Order is not applicable to the Company.
(vii) Statutory Dues
(a) According to the information and explanations given to us and the records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2026 for a period of more than six months from the date they became payable, other than the GST payable of 15,17,831.85 and TDS payable of 31,12,505.16 disclosed under Note 8 of the standalone Notes to
Accounts, which represent current-period statutory dues payable in the normal course and are not, in our understanding, overdue by more than six months.
(b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause (a) above which have not been deposited on account of any dispute as at 31st March 2026.
(viii) Unrecorded Income
According to the information and explanations given to us and the records of the Company examined by us, there is no transaction not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961), consistent with the disclosure at Note 33(n) of the standalone Notes to Accounts.
(ix) Repayment of Loans and Borrowings
(a) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans/borrowings or in the payment of interest thereon to any lender during the year.
(b) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.
(c) In our opinion and according to the information and explanations given to us, term loans (vehicle loans - Note 4) availed by the
Company were applied for the purposes for which they were obtained.
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short-term basis have, prima facie, been used for long-term purposes, to the extent that unsecured short-term borrowings aggregating
59,30,26,663.80 raised during the year (Note 6) have been substantially applied towards funding long-term inter-corporate loans and advances aggregating 68,55,50,185.88
(Note 11), rather than being applied for short-term working capital purposes.
(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has, in aggregate, taken funds from parties/entities and, in turn, granted loans/advances of a similar or larger quantum to its subsidiary, Raconteur Granite Limited, and to other inter-corporate parties, during the year.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).
(x) Utilisation of Money Raised
(a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. During the year, the Company raised money through a preferential allotment of 55,64,283 equity shares of 10/- each at a premium of 4/- per share (aggregating 7,78,99,962, of which 2,22,57,132 has been credited to Securities Premium Account as disclosed in Note 1 and Note 2 of the standalone Notes to
Accounts) and through money received against share warrants
( 2,53,74,999 - Note 3), in each case in terms of the applicable
SEBI ICDR Regulations, 2018. Based on our examination we are of the opinion that the money so raised has been applied for the purposes for which it was raised.
(xi) Fraud Reporting
(a) Based on the audit procedures performed by us and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year. [
(b) No report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by us in Form ADT-4, as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014, with the Central Government during the year or up to the date of this report.
(c) According to the information and explanations given to us, no whistle-blower complaints have been received by the Company during the year.
(xii) Nidhi Company
The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Accordingly, reporting under clauses 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.
(xiii) Related Party Transactions
According to the information and explanations given to us, all transactions with related parties during the year are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards (Note 26 of the standalone Notes to Accounts).
(xiv) Internal Audit
(a) In our opinion, based on the information and explanations made available to us, the Company has an internal audit system commensurate with the size and nature of its business.
(b) the reports of the Internal Auditors for the period under audit have been considered by us.
(xv) Non-cash Transactions with Directors
According to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors, and hence the provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) Registration under the Reserve Bank of India Act, 1934
(a) In our opinion, based on the information and explanation given to us, including managements representation that the loans and advances at Note 11 are non-interest-bearing and were extended with a view to conversion into equity upon completion of the necessary approvals and documentation, and are accordingly temporary in nature and not held for the purpose of carrying on financing activity, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
(b) In our opinion, subject to sub-clause (a) above, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(xvii) Cash Losses
The Company has incurred a cash loss of 17,93,740.50 during the financial year covered by our audit, computed as under, and has not incurred any cash loss in the immediately preceding financial year, in which it had reported a profit of 16,35,101.41 (Note 2).
Particulars |
Amount ( ) |
| Net Loss for the year (Note 24) | (6,74,76,710.00) |
| Add: Depreciation and amortisation expense (non-cash) - Note 21 | 7,78,482.06 |
| Add: Provision for doubtful loans and advances written off (non- | |
| 7,34,58,292.00 | |
| cash) - Note 22/29 | |
| Less: Sundry balances/old payable written back (non-cash income) - | |
| (85,53,804.56) | |
| Note 17/29 | |
Cash Loss for the year |
(17,93,740.50) |
The above computation adjusts the Net Loss for the year for the non-cash charges (depreciation and the provision for doubtful loans and advances written off) and the non-cash income (write-back of the old payable balance).
(xviii) Resignation of Statutory Auditors
There has been no resignation of the statutory auditors of the Company during the year; accordingly, reporting under clause 3(xviii) of the Order is not applicable.
(xix) Material Uncertainty on Meeting Liabilities
On the basis of the financial ratios (Note 34 of the standalone Notes to Accounts), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, and our knowledge of the Board of Directors and managements plans, we are of the opinion that a material uncertainty exists as at the balance sheet date, and we are unable to state whether the Company is capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We draw attention to the fact that the Companys current liabilities ( 62,72,24,496.59) substantially exceed its current assets ( 2,91,11,040.51), and that the Company has unsecured loans payable of 60,16,39,663 as against loans and advances given of 69,47,50,185 whose recoverability is uncertain and unconfirmed (refer
Note 30 and Note 31 of the standalone Notes to Accounts and the
Emphasis of Matter paragraph in our main audit report). We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.
(xx) Corporate Social Responsibility
Based on the figures reviewed, the Company does not presently appear to meet the applicability thresholds under Section 135(1); accordingly, reporting under clauses 3(xx)(a) and (b) of the Order (transfer of unspent CSR amount and transfer to a fund specified in Schedule VII) is expected to be not applicable.
(xxi) Consolidated Financial Statements
This clause requires reporting on any qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the Consolidated Financial Statements. This clause is applicable only to the report on the Consolidated Financial Statements, and is accordingly not applicable to this standalone Auditors Report.
For Kapil Sandeep & Associates |
Chartered Accountants |
Firm Registration No. 016244N |
Sd/- |
CA. Surinder Pal Singh |
Partner Membership No. 511569 |
UDIN: 26511569KVWDOL5364 |
Place: Mohali |
Date: 30th May, 2026 |
Raconteur Global Resources Limited
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