We have audited the accompanying standalone financial statements of SUNSHINE CAPITALLIMITED(“the Company”), which comprise the balance sheet as at March 31, 2025, and the statementof profit and loss (including other comprehensive income), the statement of changes in equity and thestatement of cash flows for the year then ended, and notes to the standalone financial statements,including a summary of material accounting 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(“the Act”) in the manner so required and give a true and fair view in conformity with the AccountingStandards prescribed under Section 133 of the Act and other accounting principles generally acceptedin India, of the state of affairs of the Company as at 31 March 2025, and its Profit and totalcomprehensive income, changes in equity and its cash flows for the year ended on that date. Thecompany should have prepared a financial statements in compliance with IND AS as prescribed, whichmay significantly affect the financial statements of the company.
We conducted our audit of the standalone financial statements in accordance with the Standards onAuditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standardsare further described in the Auditor’s Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the standalone financial statements of the current period. These matters were addressed in thecontext of our audit of the standalone financial statements as a whole, and in forming our opinionthereon, we do not provide a separate opinion on these matters. We have determined the mattersdescribed below to be the key audit matters to be communicated in our report.
Key Audit Matters
Auditor's Response
Impairment of Loans including ExpectedCredit Loss ("ECL")
The Company has reported gross loan assetsof INR 9846.98 lacs against which animpairment loss of INR 4771.28 lacs has beenrecorded. The Company recognised
Assessed the appropriateness of management'sjudgment and estimates used in the impairmentanalysis through procedures that included, but were notlimited, to the following:
• Obtained an understanding of the method adopted bythe Company including the key inputs and
impairment provision for loan assets partlybased on the Expected Credit Loss approachlaid down under 'Ind AS 109 - FinancialInstruments. The calculation of impairmentlosses on loans is complex and is based on theapplication of significant managementjudgement and the use of different modellingtechniques and assumptions which areuncertain and could have a material impact onreported profits. However, the Company hasapplied a single-stage approach based onchanges in credit quality to measure expectedcredit loss on loans which is as follows:
• If the repayment is defaulted more than 90days then it is considered as credit-impaired at the end of the year.
• Significant management judgement andassumptions involved in measuring ECL isrequired with respect to:
• Determining the criteria for a significantincrease in credit risk
• Factoring in future economic assumptions
• Techniques used to determine probabilityof default, loss given default and exposureat default.
These parameters are derived from theCompany's historical data.
In view of the above, the measurement ofimpairment loss on loans was determined tobe a Key Audit Matter in our audit of thefinancial statements.
assumptions. Since methods and parameters arebased on historical data, we assessed whetherhistorical experience was representative of currentcircumstances and was relevant in view of the recentimpairment losses incurred within the portfolios.
• Considered the Company's accounting policies forestimation of expected credit loss on loans andassessed the compliance with the policies in terms ofInd AS 109. However, we observed that company hasnot complied with Ind AS 109.
• Tested the design and operating effectiveness of keyfinancial controls over the completeness and accuracyof the key inputs and assumptions considered forcalculation, recording and monitoring of theimpairment loss recognized. Also evaluated thecontrols over the impairment process, validation ofdata and related approvals.
• Reconciled the total financial assets considered forECL estimation with the books of account to ensurethe completeness.
•Assessed the adequacy and appropriateness ofdisclosures in compliance with the Ind AS 107 inrelation to ECL which was found not to have beenimplemented.
Loan borrowed converted to Equity Shares
The Company is a NBFC registered underSection 45-IA of the Reserve Bank of India Act,1934, and as a part of its business activitieswas engaged in lending/ granting of the loansThe company had requested conversion ofborrowed loans from other corporate entitiesto Equity Capital and waiver of interest due tilldate of allotment of such shares to the extentof Rs 67,000.00 lacs.
The variety of terms that define contract ofloan where terms of loans, such as repaymentschedule, Rate of Interest, securitiesassociated, overdues if any etc. This area wasof most significance in our audit due to themagnitude of amount involved and there
Our audit procedures included the following:
• Considered Company's loan policy and itscompliance.
• Assessed the design and tested the operatingeffectiveness of internal controls related to loans.
• Performed sample tests of individual transactionand other related documents. Further, in respect ofthe samples tested we checked that the loans hasbeen taken as per the policy.
• Selected sample of loans obtained and checked thedocuments.
• We checked the documents related to valuation ofthe loans where such loans converted to Equity
conversion of the same to equity capital.
Capital
Accordingly, due to the significant riskassociated in accordance with terms ofapplicable AS, it was determined to be a key
• Obtained few balance confirmations as at the yearend to evaluate loans.
audit matter in our audit of the standalone
• We checked the Shareholders List maintained by
financial statements.
RTA.
The Company’s board of directors is responsible for the preparation of the other information. The otherinformation comprises the information included in the Management Discussion and Analysis, Board’sReport including Annexures to Board’s Report, Business Responsibility and Sustainability Report,Corporate Governance and Shareholder’s Information, but does not include the financial statementsand 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 otherinformation and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact. We have nothing to report on in this regard.
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financial statements that give a true and fairview of the financial position, financial performance including other comprehensive income,changes in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian Accounting Standards ("Ind AS”) notified underSection 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, andthe applicable NBFC Regulations, as amended from time to time.
This responsibility 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 to thepreparation and presentation of the standalone financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors areresponsible for assessing the Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the going concern basis of accountingunless the Board of Directors either intends to liquidate the Company or to cease operations, orhas no realistic alternative but to do 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 standalone financialstatements as a whole 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 level ofassurance 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 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 have 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 andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, asfraud 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 orderto design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act, 2013, we are also responsible forexpressing our opinion on whether the company has adequate internal financialcontrols system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by theManagement.
• Conclude on the appropriateness of the Management and Board of Directors useof the going concern basis of accounting and, based on the audit evidenceobtained, whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Company’s ability to continue as a goingconcern. If we conclude that material uncertainty exists, we are required to drawattention in our Auditor’s Report to the related disclosures in the standalonefinancial 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 ourauditor’s report. However, future events or conditions may cause the Company tocease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalonefinancial statements, including the disclosures, and whether the standalonefinancial statements represent the underlying transactions and events in amanner that achieves fair presentation
Materiality is the magnitude of misstatements in the consolidated financialstatements that, individually or in aggregate, makes it probable that the economicdecisions of a reasonably knowledgeable user of the consolidated financialstatements may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating theresults of our work; and (ii) to evaluate the effect of any identified misstatementsin the consolidated financial statements
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that 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.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of such communication.
The previously issued standalone financial statements were audited by the predecessor auditor whosereport for the year ended 31 March 2024 issued on 28 Nov 2024 expressed an unmodified opinion onthose standalone financial statements were also prepared without complying to companies accountingstandard rules 2021 to comply with Ind As.
Report on other legal and regulatory requirements
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give inAnnexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
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 my examination of those books.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss, the StandaloneStatement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by thisReport are in agreement with the books of account..
(d) in our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act read with rule 7 of the Companies (Accounts)Rules, 2014,as amended and the Companies (Accounting Standards) Amendement Rules,2016, as amended, to the extent they are not inconsistent with the accounting principlesprescribed in the applicable NBFC Regulation.
(e) on the basis of the written representations received from the directors and taken on record bythe Board of Directors, none of the directors is disqualified as on 31 March, 2025 from beingappointed as a director in terms of Section 164 (2) of the Act.
(f) 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 ourseparate report in Annexure-‘B’;
(g) As no remuneration has been paid by the Company to its Directors, the provisions of Section197 of the Companies Act, 2013 are not applicable; and
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to our;
a. The Company does not have any pending litigations which would impact on its financialposition.
b. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses; and
c. The company was not required to transfer any amount during the year to the InvestorEducation and Protection Fund by the Company.
d. (a) The Management has represented that, to the best of it’s knowledge and belief, no funds
have been advanced or loaned or invested by the Company to or in any otherperson(s) or entity(ies), including foreign entities (“Intermediaries”), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall,directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by 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 it’s knowledge and belief, nofunds have been received by the Company from any person(s) or entity(ies), includingforeign entities (“Funding Parties”), with the understanding, whether recorded in writingor otherwise, that the Company shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain any material misstatement subject to the fact that nothat some expenses have been booked on cash basis.
e. The Company has not declared or paid any dividend during the year and has not proposeda final dividend during the year.
f. With respect to the proviso to rule 3 sub section 1 of companies (Accounts) rules 2014, thecompany did not maintain the accounting software which has a feature of recording of audittrail of each and every transaction, creating and edit log of each change made in the booksof accounts along with the date when such changes were made and ensuring that the audittrail cannot be disabled.
Chartered Accountant
CA. ANKUSH GUPTA (M.NO: 086499)
Place: New Delhi
Date: 30.05.2025
UDIN: 25086499BMLIIZ8417