We have audited the accompanying financial statements of Adjia Technologies Limited (Formerly known as AdjiaTechnologies Private Limited) (“the Company”), which comprise the Balance Sheet as at March 31, 2024, and the Statementof Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policiesand other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give atrue and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with theCompanies (Accounting Standards) Rules, 2006, as amended (“Accounting Standards”) and other accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit/loss and its cash flowsfor the year ended on that date.
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’sResponsibility 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 madethereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Codeof Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our auditopinion on the financial statements.
• The Company’s Board of Directors is responsible for the other information. The other informationcomprises the information included in the Management Discussion and Analysis and Directors Report (the“Reports”), but does not include the financial statements and our auditor’s report thereon.
• Our opinion on the financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.
• In connection with our audit of the financial statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.
• If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to 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 thepreparation of these financial statements that give a true and fair view of the financial position, financial performance and cashflows in accordance with the Accounting Standards and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication 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 operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statementthat give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a goingconcern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s
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. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will alwaysdetect 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 onthe basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higherthan 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 areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinionon whether the Company has adequate internal financial controls system in place and the operating effectiveness ofsuch controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubton the Company ’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluatingthe 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 ofthe audit and significant audit findings, including any significant deficiencies in internal control that we identify duringour 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 thoughtto bear on our independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
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 beliefwere necessary 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 fromour examination of those books.
C. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report arein agreement with the relevant books of account.
D. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act.
E. On the basis of the written representations received from the directors as on March 31, 2024 taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director interms 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 theoperating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls overfinancial reporting.
G. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirementsof 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 remunerationpaid by the Company to its directors during the year is in accordance with the provisions of section 197 ofthe Act.
H. With respect to the other matters to be included in the Auditor’s 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 andaccording to the explanations given to us:
a) The Company does not have any pending litigations which would impact its financial position.
b) The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.
c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
d)
i. The management has represented that, to the best of its knowledge and belief, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other persons or entities, including foreign entities(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that theIntermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever(“Ultimate Beneficiaries”) by or on behalf of the Company.
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
ii. The management has represented, that, to the best of its knowledge and belief, no funds have beenreceived by the Company from any persons or entities, including foreign entities (“Funding Parties”), withthe 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 mannerwhatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries;and
iii. Based on such audit procedures as considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder subclause (d) (i) and (d) (ii) contain any material mis-statement.
e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of theAct.
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in termsof Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of theOrder.
Chartered AccountantsFRN - 140711W
Sd/-
(CA Piyush Kothari)
Partner
Membership No. - 158407UDIN - 24158407BKBIIA4651Ahmedabad, May 30, 2024