We have audited the standalone financial statements of Billionbrains Garage Ventures Limited (formerlyknown as Billionbrains Garage Ventures Private Limited) (the “Company”) which comprise the standalonebalance sheet as at 31 March 2025, and the standalone statement of profit and loss (including othercomprehensive income), standalone statement of changes in equity and standalone statement of cashflows for the year then ended, and notes to the standalone financial statements, including materialaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Companies Act, 2013(“Act”) in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit andother comprehensive income, changes in equity 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 Act. Our responsibilities under those SAs are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone financial statements.
The Company's Management and Board of Directors are responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statements that give a trueand fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity andcash flows of the Company in accordance with the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from material misstatement, whether dueto fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsiblefor assessing the 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 the Board of DirectorsI 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 Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements asa whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee thatan 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 ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the company has adequate internal financial controls withreference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concernbasis of accounting in preparation of standalone financial statements and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor's report to the relateddisclosures in the standalone financial statements or, if such disclosures are inadequate, to modifyour 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 to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the CentralGovernment of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statementon the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2 A. 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 ourknowledge and belief were 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 sofar as it appears from our examination of those books except for the matters stated in theparagraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014.
c. The standalone balance sheet, the standalone statement of profit and loss (including othercomprehensive income), the standalone statement of changes in equity and the standalonestatement of cash flows dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specifiedunder Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31 March 2025 takenon record by the Board of Directors, none of the directors is disqualified as on 31 March 2025from being appointed as a director in terms of Section 164(2) of the Act.
f. the adverse remark relating to the maintenance of accounts and other matters connectedtherewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of theAct and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls, refer to our separateReport in “Annexure B”.
B. 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, in our opinion and to the best of our information and
according 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 therewere any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.
d (i) The management has represented that, to the best of their knowledge and belief, as disclosed inthe Note 33 to the standalone financial statements, no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind of funds) bythe 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 theIntermediary shall 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 anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to the best of their knowledge and belief, as disclosed inthe Note 33 to the standalone financial statements, no funds have been received by the Companyfrom any person(s) or entity(ies), including foreign entities (“Funding Parties”), with theunderstanding, whether recorded in writing or otherwise, that the Company shall directly orindirectly, lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries.
(iii) 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 therepresentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above,contain any material misstatement.
e. The Company has neither declared nor paid any dividend during the year.
f. Based on our examination which included test checks, the Company has used an accountingsoftware for maintaining its books of account which has a feature of recording audit trail (edit log)facility except that audit trail at database level to log any direct data changes has been enabledstarting from 3 February 2025. Except for the audit trail at the database level for the period till 3February 2025, the audit trail facility has been operating throughout the period for all relevanttransactions recorded in the software and we did not come across any instance of audit trailfeature being tampered with during the course of our audit. Additionally, the audit trail has beenpreserved by the Company as per the statutory requirements for record retention, except for theperiod for which the audit trail feature was not enabled.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the Company is not apublic company for the year ended 31 March 2025. Accordingly, the provisions of Section 197 of theAct are not applicable to the Company. The Ministry of Corporate Affairs has not prescribed otherdetails under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered AccountantsFirm’s Registration No.:101248W/W-100022
Partner
Place: Mumbai Membership No.: 222515
Date: 09 July 2025 ICAI UDIN:25222515BMJHXL1641