We have audited the accompanying Ind AS financial statements of Panache Digilife Limited("the Company”), which comprises the Balance Sheet as at 31st March, 2025, the Statementof Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equityand Statement of Cash Flow for the year ended on that date and notes to the financialstatements, including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "Ind AS Financial Statements”).
Opinion
In our opinion and to the best of our information and according to the explanations given tous by the management of the Company, the aforesaid Ind AS financial statements give theinformation required by the Companies Act, 2013 ('the Act') in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards under section133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015 asamended, ("Ind AS”) and other accounting principles generally accepted in India, of the stateof affairs of the Company as at 31st March 2025, and its profit (including OtherComprehensive Income), changes in equity and its cash flows for the year ended on thatdate.
Basis of Our Opinion
We conducted our audit of the Ind AS financial statements in accordance with the Standardson Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities underthose standards are further described in the Auditor's Responsibilities for the Audit of the IndAS 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 ofIndia, ("ICAI”) together with the ethical requirements that are relevant to our audit of the IndAS financial statements under the provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and theICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Key Audit Matters
Key Audit Matters ("KAM”) are those matters that, in our professional judgment, were ofmost significance in our audit of the financial statements of the current period. Thesematters were addressed in the context of our audit of the Ind AS Financial Statements as awhole, and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
Key Audit Matter
How our audit addressed the Key AuditMatter
1. Issue of Additional Equity SharesPromoters.
o Investors and Equity Warrants to the
During the year ended 31st March,2025,the Company, as part of its capital raisinginitiatives, has issued additional equityshares to the investors on a preferentialbasis and equity share warrants to thepromoters. These issuances were carriedout in accordance with the provisions ofSections 42 and 62(1)(c) of the CompaniesAct, 2013, and the applicable SEBI (Issueof Capital and Disclosure Requirements)Regulations, 2018. The equity warrantsentitle the holders (promoter) to apply forequity shares at a future date at a pre¬determined price.
We consider this a key audit matter due tothe material impact of these transactionson the Company’s capital structure andfinancial position, and the involvement ofsignificant judgments and estimates,including:
• Determination of fair value of equityshares and warrants.
• Compliance with regulatory andprocedural requirements under theCompanies Act, 2013 and SEBIRegulations.
Our procedures included, but were notlimited to, the following:
• Reviewed Board and shareholders’resolutions approving the issuanceof equity shares and warrants,
• Examined compliance withapplicable provisions of theCompanies Act, 2013, includingSections 42 and 62, and SEBI(ICDR) Regulations,
• Verified valuation reports issued byan independent registered valuer toassess the basis for determiningissue price,
• Inspected Form PAS-3 and otherrelated statutory filings with theRegistrar of Companies.
• Evaluated the accounting treatmentof proceeds received, includingclassification between sharecapital, securities premium, andwarrant money, including treatmentof expenses in relation to issue ofshares & warrants as per IndAS 32para 37.
• Accounting treatment of equityshare capital, securities premium,share application/warrant moneyreceived, treatment of expenses inrespect of issue of shares &warrants.
• Adequacy and accuracy of financialstatement disclosures relating tothese issuances.
• Assessed the disclosures in thestandalone financial statements,including Notes to Accounts, toensure adequacy and compliancewith Schedule III to the CompaniesAct, 2013 and applicable IndianAccounting Standards.
(Refer Note No.16)
2. Wholly owned Subsidiary - Technofy Digital Private Limited being a non¬going concern
In respect of Technofy Digital PrivateLimited (Wholly owned Subsidiary ofPanache Digilife Limited), the accounts ofthe company have been prepared basedon the assumption that the company is notgoing concern for the year ended31st March 2025, due to the followingreason:
The subsidiary company has a single andsignificantly important asset i.e LeaseholdLand situated in Bilimora Industrial Area,GIDC, Gujarat upon which it had plannedto operate its business, by way of eitherleasing Part of the area to other entitiesand/or setting up an IT Industry leading toexpansion of its Parent's business.However, due to lockdown - alike situationsacross the country due to the Covid-19pandemic, these operations were notconsidered feasible by the Company dueto low demand and simultaneous highcosts for setting up of business.
The Management is of the view that thecompany may establish / carry out /change / plan its business activity in future,which will be time tested. But as far ascurrent year's Financial Statements areconcerned, the fundamental accountingassumption of Going Concern continues tobe inappropriate as previous years.
We have carried out the following auditprocedures to address our key auditconsiderations with respect to the saidmatter; -
• Understood the objective of managementbehind the considering the subsidiary asnot going concern.
• Evaluated the financials of the whollyowned subsidiary and assessed the abilityof the subsidiary to repay the loan providedby the company, thereby determiningwhether any provision for credit losses wasrequired on such loan provided.
• Considered the liquidity of existing assetson the balance sheet of wholly ownedsubsidiary.
• Considered potential downside scenariosand the resultant impact on available fundsof wholly owned subsidiary and promoterscapacity to fund the company.
• Tested whether the company hascomplied with the provisions of thecompanies act while providing suchfinancial assistance to the subsidiary.
• Made enquiries to administrators tounderstand the factual content of
In respect of unsecure financial support tothe subsidiary, the Management hasrepresented that although the Subsidiary'sGoing concern assumption isinappropriate, there is high probability ofthis amount getting recovered in the future.Thus, no Provision for Impairment hasbeen created.
subsidiary been non-going concern. Wewent through analyses prepared bymanagement and verified the facts in theseanalyses and evaluated the conclusionsmade.
Refer Note - 2 (9) of the Standalonefinancial statements
3. Import Purchases
As per Ind AS 2 “Inventories”, all directcosts such as transportation cost to bringthe inventory to the factory and non¬refundable taxes and duties is to be addedto the cost of inventory itself.
Also, as per Ind AS 21 “The effect ofChanges in Foreign Exchange Rate”, theforeign currency transactions such asImport Purchases or Payment to suchsuppliers have to be recorded at spot rateand their outstanding balances (which is amonetary item) is also to be valued at rateas on reporting date.
Our audit procedures include the following:
Assessed and tested the method of addingthe freight charges including air, sea andother clearing charges as well as customduty paid to the authorities to the cost ofinventory.
Assessed and tested the company’sapplication of Ind AS 21 with respect torecording of such purchases and theirsettlement either in advance or at a laterdate.
We have also tested its application withrespect to the measurement of Importcreditors as on reporting date.
Emphasis of Matter Paragraph
We draw attention towards Note No. 12 (Loans & Deposits - current) of the notes tothe Statement of Standalone Audited Results for the year ended 31st March,2025. Inrespect of Unsecured Loan outstanding from its wholly owned subsidiary TechnofyDigital Private Limited:
“The Outstanding amounts of unsecured loans given include balance of loans given towholly owned subsidiary - Technofy Digital Private Limited during the year amounting toRs. 1,35,94,484 at interest rate of 9%. The financial statements of Technofy DigitalPrivate Limited are prepared on 'non-going concern' basis. However, the management isof the opinion that the loans given to the subsidiary would be recovered and accordingly,no provision for expected credit loss has been provided for this loan."
Our opinion is not modified in respect of these matters.
Information other than the Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor’s report thereon. The Annual Report is expected tobe made available to us after the date of this auditor’s report. Our opinion on the financialstatements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Ind AS financial statements, our responsibility is to readthe other information identified above when it becomes available and, in doing so, considerwhether the other information is materially inconsistent with the financial statements, or ourknowledge obtained in the audit or otherwise appears to be materially misstated. When weread the Annual Report, if we conclude that there is a material misstatement therein, we arerequired to communicate the matter to those charged with governance. We have nothing toreport on in this regard.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Actwith respect to the preparation of these Ind AS financial statements that give a true and fairview of the financial position, financial performance (including other comprehensive income),statement of changes in equity and statement of Cash Flows of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the company and for preventing anddetecting 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 internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the Ind AS financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.
In preparing the Ind AS Financial Statements, the management is responsible for assessingthe Company's ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unless themanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor’s Responsibility for the Audit of Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement, whether due to fraud or error,and to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese Ind AS financial statements.
As a part of an audit in accordance with SAs, we exercise professional judgment andmaintain professional skepticism throughout the audit. We, also:
> Identify and assess the risks of material misstatement of the Ind AS financialstatements, whether due to fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations or the override of internalcontrol.
> Obtain an understanding of internal control relevant to the audit in order to design auditprocedures 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 anadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
> Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the management.
> Conclude on the appropriateness of the management's use of the Going Concern basisof accounting and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that materialuncertainty exists, we are required to draw attention in our auditor's report to the relateddisclosures in the Ind AS financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
> Evaluate the overall presentation, structure and content of the Ind AS financialstatements, including the disclosures, and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued byCentral Government of India in terms of sub-section (11) of section 143 of the Act, we givein the "Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of theOrder, 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 ofour knowledge and belief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensiveincome), Statement of changes in equity and Statement of Cash flow dealt with by thisreport are in agreement with the books of account.
d. In our opinion, the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act, read with companies(Indian Accounting Standards) Rules,2015, as amended.
e. On the basis of written representations received from the directors as on 31st March 2025and taken on record by the Board of Directors, none of the directors are disqualified as on31st March 2025, from being appointed as a director in terms of Section 164(2) of theCompanies Act, 2013.
f. With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separatereport in “Annexure B”. Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company’s internal financial controls over financialreporting.
g. With respect to the other matters to be included in the Auditor’s Report in accordancewith 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 givento us, the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to thebest of our information and according to explanations given to us:
(i) The Company does not have any pending litigations which would impact on itsfinancial position except sub judice matter under the Goods & Service Tax Act, 2017for demand raised under the assessment of GST for the F.Y. 2017-18, 2018-19 &2019-20 and under the Customs Tariffs Act, 1975 for the matter of incorrectclassification of product imported.
(ii) The Company did not have any long-term contracts for which there were anymaterial foreseeable losses.
(iii) The Company has transferred unclaimed dividend for F.Y. 2016-17 to the InvestorEducation and Protection Fund (IEPF) established by the Central Government, apartfrom this there is nothing required to transfer any amount to the Investor Educationand Protection Fund by the Company.
(iv)
a. The Management has represented that, to the best of its knowledge and belief, nofunds (which are material either individually or in the aggregate) have beenadvanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other person orentity, including foreign entity (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provideany 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, nofunds (which are material either individually or in the aggregate) have beenreceived by the Company from any person or entity, including foreign entity("Funding Parties”), with the understanding, whether recorded in writing orotherwise, that the Company shall, whether, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party("Ultimate Beneficiaries”) or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries;
c. Based on the audit procedures that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that has causedus to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), asprovided under(a)and (b) above, contain any material misstatement.
(v)
a. No dividend had been proposed in the previous year, which was required to bepaid by the Company during the year in accordance with section 123 of Act.
b. The Board of directors of the company does not intend to propose any final dividendfor the year.
(vi) Based on our examination which included test checks, the Company has usedaccounting software for maintaining its books of account for the financial yearended 31st March 2025, which has a feature of recording audit trail (edit log) facilityand the same has operated throughout the year for all relevant transactionsrecorded in the software. Further, during our audit, we did not come across anyinstance of audit trail feature being tampered with.
Additionally, the audit trail in respect of prior year has been preserved by thecompany as per the statutory requirements under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014 r.w. reporting under Rule 11(g) of Companies(Audit and Auditors) Rules, 2014.
For Jain Salia & AssociatesChartered Accountants[ FRNo: 116291W ]
Place : Mumbai Partner
Date : 13.05.2025 (CA Jayesh K. Salia)
UDIN: 25044039BMJIAI1597 (Membership No. 044039)