We have audited the accompanying standalone financial statements of CWD Limited(Formerly known as CWD Innovation Limited)("the Company") which comprise theBalance Sheet as at 31st March, 2025, and the Statement of Profit and Loss and Cash FlowStatement for the period ended, and notes to the financial statements, including a summary ofsignificant 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,the aforesaid standalone financial statements give the information required by the CompaniesAct, 2013 (“the Act”) in the manner so required and give a true and fair view inconformity withthe Accounting Standards prescribed under section 133 of the Act read with the Companies(Accounting Standards) Rules, 2015, as amended, (“AS”) and other accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2025, theprofit and Loss account and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arefurther described in the Auditor’s Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under the provisions ofthe Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current period. These matters wereaddressed in the context of our audit of the financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be key audit matters to be communicatedin our report. For each matter below, our description of how our audit addressed the matter isprovided in that context.
Key Audit Matters
How our audit addressed the key auditmatters
Capitalization of development costs
The Company’s ability to generate revenue islinked to capitalized development costs inrespect of ingredients of company’s products.These are included in Balance Sheet asintangible assets & ITA under development(Collectively referred to as “ITA”.] TheCompany conducts significant level ofdevelopment activities and has to applyjudgement in identifying projects meeting thecriteria for capitalization under therequirement of accounting standards and tocapture accurate time and cost informationfor those projects.
Total carrying value of ITA as at 31st March2025 is Rs. 430.9 Lakhs as shown in theBalance Sheet as Note 12B, of which Rs. 53.76Lakhs relates to base technology and Rs.377.13 relate to product development.Further Rs. 435.83 Lakhs is against Intangibleunder Development.
The carrying value of ITA is particularlyjudgmental given its dependency of forecastsof revenue growth, contribution margins andrequired rate of return.
We included capitalization of developmentcosts as a key audit matter because if thecompany is unable to generate revenue andproduce sustainable operating cashflows, thisaffects the carrying values of its key ITA.
Our procedure in relation to capitalization ofdevelopment costs included:-
• Evaluate the appropriators of revenueforecasts, operating cashflowssubmitted by the company to itsbankers.
• Performing sensitivity analysis onrevenue growth assumptions to assessthe impact on forecasted cash flows:
• Evaluating the nature or the type ofexpenses incurred that are capitalizedand management’s controls oncapitalization of Development Costs.
• Evaluating the appropriators ofexpenses capitalized, on sample basis,by agreeing the cost componentsinvolved.
The Company’s Board of Directors is responsible for the preparation of the other information.The other information comprises the information included in the Management Discussion andAnalysis, Board’s Report including Annexures to Board’s Report, but does not include thefinancial statements and our auditor’s report thereon. These reports are expected to be madeavailable to us after the date of our auditor’s report.
Our opinion on the financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether theother information is materially inconsistent with the financial statements or our knowledgeobtained in the audit, or otherwise appears to be materially misstated.
When we read the other information included in the above reports, if we conclude that there ismaterial misstatement therein, we are required to communicate the matter to those chargedwith governance and determine the actions under the applicable laws and regulations.
Management's Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5] of theAct with respect to the preparation of these standalone financial statements that give a trueand fair view of the financial position, financial performance, and cash flows of the Company inaccordance with the 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 accountingpolicies; 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, relevant tothe preparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, or has no realistic alternative but todo so.
Those Board of Directors are also responsible for overseeing the Company’s financial reportingprocess.
Our objectives are to obtain reasonable assurance about whether the financial statements as awhole 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 high level of assurance,but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these standalone financialstatements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone 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 designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) ofthe Companies Act, 2013, we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertaintyexists 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 our auditor’s report to the related disclosures inthe 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 auditor’sreport. However, future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financialstatements, including the disclosures, and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,individually or in aggregate, makes it probable that the economic decisions of a reasonablyknowledgeable user of the financial statements may be influenced. We consider quantitativemateriality 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 thefinancial statements.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships 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 thosematters that were of most significance in the audit of the standalone financial statements of thecurrent 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, we determine that a matter should not be communicated inour report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor's Report] Order, 2020 ("the Order") issued bythe Central Government of India in terms of section 143(11] of the Act, we give in“Annexure A”, a statement on the matter specified in the paragraph 3 and 4 of theOrder.
2. As required under provisions of section 143(3] of the Companies Act, 2013, we reportthat:
a. We have obtained all the information and explanations which to the best of ourknowledge and belief where necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
c. The Balance Sheet and Statement of Profit and Loss and Statement of Cash Flowdealt with this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply withthe AS specified in section 133 of the Act, read with relevant rule issuedthereunder.
e. On the basis of written representations received from the directors as on March31, 2025, taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2025, from being appointed as a director in terms ofsection 164(2] of the Act.
f. With respect to the adequacy of the internal financial controls over financialreporting of the company and operating effectiveness of such controls, referredto our separate report in “Annexure B".
g. With respect to the other matters to be included in the Auditor’s Report inaccordance with the requirements of section 197(16] of the Act, as amended:
In our opinion and to the best of our information and according to theexplanations given to us, the remuneration paid by the Company to itsdirectors during the year is in accordance with the provisions of section 197of the Act.
h. With respect to other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditor] Rules, 2014, inour opinion and to the best of our knowledge and belief and according to theinformation and explanations given to us:
(a] The Company has disclosed the impact of pending litigations as at 31 March2025 on its financial position in its standalone financial statements - ReferNote (vii) of Annexure - A to the standalone financial statements
(b) The Company did not have any long-term and derivative contracts as atMarch 31, 2025.
(c] There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the yearended March 31, 2025.
(d) The management has;
(i] represented that, to the best of its knowledge and belief, no funds havebeen advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds] by the Company toor in any other persons or entities, including foreign entities(“Intermediaries”), with the understanding, whether recorded in writingor otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever (“Ultimate Beneficiaries”) byor on behalf of the Company or
• provide any guarantee, security or the like to or on behalf of theUltimate Beneficiaries.
(ii) represented, that, to the best of its knowledge and belief, no funds havebeen received by the Company from any persons or entities, includingforeign entities (“Funding Parties”), with the understanding, whetherrecorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever (“Ultimate Beneficiaries”] byor on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of theUltimate Beneficiaries; and
(iii] Based on such audit procedures as considered reasonable andappropriate in the circumstances, nothing has come to our notice that hascaused us to believe that the representations under subclause (d] (i] and (d](ii] contain any material misstatement.
(e) The company has not neither declared nor paid any dividend during the yearunder Section 123 of the Act.
Proviso to Rule 3(1] of the Companies (Accounts] Rules, 2014 for maintaining books of accountusing accounting software which has a feature of recording audit trail (edit log] facility isapplicable to the Company with effect from April 1, 2023. Based on our examination, whichincluded test checks, and other generally accepted audit procedures performed by us, wereport that the Company has used accounting software 'Tally Prime System’ for maintaining itsbooks of account which has a feature of recording audit trail facility and the same has beenoperated from December 16, 2024 for all transactions recorded in the software. Further,during the course of our audit we did not note any instance of the audit trail (edit log] featurebeing tampered with on accounting software since the date this feature has been enabled.
Chartered Accountants
SD/-
Hiren J Maru
Partner
M. No. 115279
FRN: 0112187W
UDIN: 25115279BMIQCP5314