We have audited the accompanying financial statements of SW Investments Limited("the Company"), which comprises of Balance Sheet as at March 31,2025, the Statementof Profit and Loss (including Other Comprehensive Income), the Statement of Changesin Equity and the Statement of Cash Flow for the year then ended, and notes to thefinancial statements, including a summary of material accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements give the information required by theCompanies Act, 2013 (the Act) in the manner so required and give a true and fair viewin conformity with the Indian Accounting Standards prescribed under Section 133 ofthe Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended,("Ind AS") and other accounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2025, its profit (including other comprehensiveincome), 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) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed 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 Codeof Ethics issued by the Institute of Chartered Accountants of India (ICAI) together withthe ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Act and the Rules made thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
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 matterswere addressed in the context of our audit of the financial statements as a whole, andin forming our opinion thereon, and we do not provide a separate opinion on thesematters. We have determined that there are no key audit matters to communicate in ourreport.
The Company's Board of Directors is responsible for the preparation of other information.The Other information comprises the information included in the ManagementDiscussion and Analysis, Board's Report including Annexures to the Board report, butdoes not include the financial statement and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materiallyinconsistent 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 materialmisstatement of this other information, we are required to report that fact. We havenothing 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 of these financial statements that give a true andfair view of the financial position, financial performance (including other comprehensiveincome), changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, the Management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unlessmanagement 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.
Our objectives are to obtain reasonable assurance about whether the financialstatements are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these financial statements.
As 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 financial statements,whether due to fraud or error, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient and appropriate to providea basis for our opinion. The risk of not detecting a material misstatement resultingfrom fraud is higher than 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 control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial control system in place with reference tofinancial statements and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of Management's use of the going concernbasis of accounting and, based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that may cast significant doubt onthe entity's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on the audit evidence obtainedupto the date of our auditor's report. However, future events or conditions maycause the entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,including the disclosures, and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that individuallyor in aggregate makes it probable that the economic decisions of a reasonablyknowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope pf our audit work
and in evaluating the results of our work and (ii) To evaluate the effect of any identifiedmisstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters,the planned scope and timing of the audit and significant audit findings, including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence, and to communicate withthem all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determinethose matters that were of most significance in the audit of the financial statements ofthe current year and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.
1. Pursuant to the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by
the Central Government of India in terms of sub-section (11) of Section 143 of the
Act, we give in the Annexure "A" a statement on the matters specified in paragraphs
3 and 4 of the Order.
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 thebest of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books andrecords.
(c) The Balance sheet, the Statement of Profit & Loss (including other comprehensiveincome), Statement of Changes in Equity and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Account) Rules, 2014.
(e) On the basis of the written representation received from the directors as onMarch 31,2025 taken on records by the Board of Directors, none of the directorsare disqualified as on March 31, 2025 from being appointed as a Directors interms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of suchcontrols, refer to 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 the explanationsgiven to 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 matters to be included in the Auditor's report in accordance withthe Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us:
i. The Company do not have any pending litigations which would impact itsfinancial position.
ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, tothe Investor Education and Protection Fund by the Company.
iv.
(a) The management has represented that, to the best of its knowledge andbelief, no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) bythe Company to or in any other person or entity, including foreign entities("Intermediaries"), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, whether, directly or indirectly lendor invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best of its knowledge andbelief, no funds have been received by the Company from any person orentity, including foreign entities ("Funding Parties"), with the understanding,whether recorded in writing or otherwise, that the Company shall, whether,directly or indirectly, lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
(c) Based on such audit procedures that the auditor has considered reasonableand appropriate in the circumstances, nothing has come to our notice thathas causes us to believe that the representations under sub-clause (a) and(b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the during thefinancial year 2024-25. Accordingly, reporting under Rule 11 (f) of Companies(Audit and Auditors) Rules, 2014 is not applicable.
vi. Based on our examination which included test checks, the Company has usedan accounting software for maintaining its books of account which has a featureof recording audit trail (edit log) facility and the same has operated throughoutthe year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of audittrail feature being tampered with. Additionally, the audit trail has been preserved by thecompany as per the statutory requirements for record retention.
For Bagaria & CO LLPChartered AccountantsFRN-113447W/W-100019
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