1. We have audited the accompanying financial statements of' '("the Company"), whichcomprises the Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including other comprehensive income), theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financialstatements, including a summary of material accounting policies and other explanatory information (herein after referred to asthe"Financial Statements").
2. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate
the aforesaid 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 conformitywith the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31, 2025 and its Profit, total comprehensive income,the changes in equity and its cash flows for the year ended on that date.
Basis of Qualified Opinion
3. We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the 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 ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion onthe Financial Statements.
3.1 Your attention is invited to Note No. 5.1 'Amount recoverable under Dispute ofRs. 2,900.25 Lakhs; which have been classified as 'OtherNon-Current Assets'; the company has Bled various cases against the parties and initiated action for recovery. Further, ’Securities andExchange Board of India’ (SEBI) videitsQrder dated 12-03-2019 directed the above parties to repay the amounts back to Company. We areunable to comment on reliability/ recoverability of these debts and amount given and no provision for Expected Credit Loss as per IndianAccounting Standards (IND AS) for doubtful recovery of such amount is ccnsiderednecessary by the company.
3.2 Your attention is invited to Note No 3 Regarding 'Investment in Liquor India Limited' and 'Amount received from 'Lemonade Shares &Securities Private Limited' (Refer NoteNo 17) which is considered as disputed and no adjustment fa- sale thereof have been incorporated inthe financial statements by the Company. The sale agreement entered into with 'Lemonade Shares & Securities Private Limited' for sale ofentire undertaking has been challenged in National Company Law Tribunal to rectify the Register of Members and the company petition hasbeen ordered "Non Maintainable?' and the company has Bled an appeal in the National Company Law Appellate Tribunal against the NCLT?refer andalsodvil suit has been Bledbefcrellnd Additional District Judge Ranga Reddy District, LB Nagar, Hyderabad, with prayers inter-alia toresdnd the agreement as being voidandrestore theparties back to the position prior toMOU Dated05-09-2012. The Companyhas alsoBledSLP in Supreme Court of India apart frem registering various complaints withPdioe SEBI, and Enforcement Directorate Managementdoes not anticipate any liability an this account and accordingly the companyhas not provided for diminution in value of In vestments andnotmade provision for Expected Credit Loss in respect of Loan to 'Liquor India Limited' during the Financial Year2024-25. As the matter is sub-jucHce we are unable to comment whether any adjustments are needed for the recoverability of investments thereof. Accordingly, impact anloss for theyear andinvestments thereof if any, is unascertainable.
3.3 Note No. 8 regarding Confirmations not obtained as cf March 31,2025 in respect of certain financial assets such as Sundry Debtors andallowance for expected credit not recognized on these financial assets even though indications of increase in credit risks were observed Thecompany has made a short provision by Rs.199.90 Lakhs for Expected credit loss. Therefore, the Consequential impact an financial results isnet ascertadnedby the Company.
3.4 NoteNo. 18 regarding CmBrmationsnot obtainedas cfMarch31,2025in respect of certain Bnandal liabilities suchas Sundry creditarsandthe Ccnsequm tial impact on Bnandal results is not ascertained by the Company.
3.5 Note No. 20 Thao are statutory dues amounting to Rs. 260.23Lakhs which are pending to be deposited with appropriate governmentauthorities by the Company. The company has not made provision for interest an these dues an account of delay in depositing dues. Since themanagement has not estimated overall liability an account of interest, Bnandal impact on Bnandal Statements is not ascertainable
3.6 The creditors having outstanding balance as of 31st March, 2025 are 232 which is amounting Rs. 1,336.59 Lakhs, out of winch themanagement has identiBedthe57 creditors having balance cfRs.506.04 Lakhs which are registered under MSME. Thebalancel75 Creditorshaving balance of Rs. 830.55 Lakhs themanagementhasnotidentiBed whether they arerqpsteredunder MSME or not. Hence, we are unabletocamment regarding the Bnandal implication due to the unidentiBedcreditors by themanagement.
The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, BusinessResponsibility and Sustainability Report, Corporate Governance and Shareholder's information, but doesnot include theconsolidated financials Statements, Financial Statements and our auditor's report thereon.
Our Opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance conclusions thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and in doing so, considerwhether the other information is materially inconsistent with the financial statements or our knowledge obtained during the courseof our audit or otherwise appears to be materially misstated.
If based on the work we have performed, we conclude that there is a material misstatement of this other information; we are requiredto report that fact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation ofthese Financial Statements that give a true and fair view of the financial position, financial performance, including othercomprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and 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 preparationand presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.
Inpreparing the Financial Statements, management and Board of Directors is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Company's Board of Directors is also responsible for overseeing the Company's financial reporting process.
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014 inserted by the Companies (Accounts)Amendment Rules, 2021 requiring companies, which usesaccounting software for maintaining its books of account, shall use only such accounting software which has a feature of recordingaudit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date whensuch changes were made and ensuring that the audit trail cannot be disabled.
The audit trail feature was not enabled at the database level for accounting software Tally Prime to log any direct data changes, usedfor maintenance of all accounting records by the Company.
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these FinancialStatements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, 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 areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to Financial Statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresmade by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidenceobtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future eventsor 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 theFinancial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable thatthe economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bearon 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 inthe audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
We cast responsibility in terms of reporting on audit trail by making a specific assertion in the audit report under the section 'Reporton Other Legal and Regulatory Requirements'. This has been explained in the paragraph below.
To elaborate, we comment on whether the company is using an accounting software which has a feature of recording audit trail andverify the following aspects:
• whether the audit trail feature is configurable (i.e., if it can be disabled or tampered with)?
• whether the audit trail feature was enabled/operated throughout the year?
• whether all transactions2 recorded in the software covered in the audit trail feature?
• whether the audit trail has been preserved as per statutory requirements for record retention?
1. 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 werenecessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equityand the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and theoperating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to FinancialStatements.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given tous, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements. ReferNote 40 to the Financial Statements.
ii. The Company has made provision as required under applicable law or accounting standards for material foreseeablelosses. Refer Note 2.16 to the Financial Statements. The Company did not have any long-term derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company.
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 sharepremium or any other sources or kind of funds) by the Company to or in any other person or entity, includingforeign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in anymanner 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 materialeither individually or in the aggregate) have been received by the Company from any person or entity, includingforeign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that theCompany shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries;
(c) Based on the 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, contain any material misstatement.
v. As stated in Note 2.12.3 to the Financial Statements
(a) No final dividend proposed in the previous year, declared and paid by the Company during the year is inaccordance with Section 123 of the Act, as applicable.
(b) No interim dividend declared and paid by the Company during the year and until the date of this report is incompliance with Section 123 of the Act.
(c) The Board of Directors of the Company have not proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting.
vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintainingits books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log)facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further,during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
2. As required by the Companies (Auditor's Report) Order, 2020 (the "Order") issued by the Central Government in terms ofSection 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
As stated in the standalone financial statements and based on our examination which included test checks, except for instancementioned below, the Company, in respect of financial year commencing on 01 April 2024, has used an accounting softwarefor maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has beenoperated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit wedid not come across any instance of audit trail feature being tampered with, other than the consequential impact of theexception given below.
Nature of exception noted
Details of Exception
Instances of accounting software used for maintaining booksof account for which the feature of recording audit trail (editlog) facility was not operated throughout the year for allrelevant transactions recorded in the software
The audit trail feature was not enabled at the databaselevel for accounting software Tally prime, to log any directdata changes, used for maintenance of all accountingrecords by the Company.
For ABHISHEK S TIWARI & ASSOCIATES
Chartered Accountants
Firm Registration No. : 141048W
Place: Mumbai Partner
Date: 27.05.2025 M. No. 155947
UDIN: 25155947BMJBDW7038