We have audited the accompanying standalone financial statements of Onelife Capital Advisors Limited ("theCompany"), which comprises of Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (includingOther Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for theyear then ended, and notes to the financial statements, including a summary of material accounting policies andother explanatory information (hereinafter referred as "Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 (the "Act") in themanner so required and give a true and fair view in conformity with the Indian accounting standards prescribedunder section 133 of the act, ("Ind AS") and other accounting principles generally accepted in India, of the stateof affairs of the Company as at March 31, 2025 and its profit, total comprehensive income, changes in equityand its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing("SAs") specified under section 143(10) of the act. Our responsibilities under those standards are furtherdescribed in the auditor's responsibilities for the audit of the standalone financial statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the act and the rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for ouraudit opinion on the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Standalone Financial Statements
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit ofthe financial statements of the current year. These matters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determined the matters described below to be the key auditmatters to be communicated in our report.
Sr. No
Key Audit Matters
Auditors response
1
Evaluation of Provision and Contingent Liabilities
As at the Balance Sheet date, the Company hassignificant open litigation and other contingentliabilities as disclosed in Note No. 29 to theStandalone Financial Statements. Theassessment of the existence of the presentlegal or constructive obligation, analysis of theprobability or possibility of the relatedpayment require the management to makejudgement and estimate in relation to theissues of each matter.
The management with the help of opinion andadvise of its experts have made suchjudgements and estimates relating to thelikelihood of an obligation arising and whetherthere is a need to recognize a provision ordisclose a contingent liability.
Due to the level of judgment relating torecognition, valuation and presentation ofprovision and contingent liabilities, this isconsidered to be a key audit matter.
We have reviewed and held discussion with themanagement to understand their processes toidentify new possible obligations and changes inexisting obligations for compliance with therequirements of Ind AS 37 on Provisions,Contingent Liabilities and Contingent Assets.
We have also discussed with the managementsignificant changes from prior periods andobtained a detailed understanding of these itemsand assumptions applied. We have held meetingswith the legal personnel responsible for handlinglegal matters.
In addition, we have reviewed:
- The details of the proceedings before therelevant authorities includingcommunication from the advocates/ experts;Legal advises/opinions obtained by themanagement, if any from experts in the field oflaw on the legal cases;
Status of each of the material matters as on thedate of the balance sheet.
We have assessed the appropriateness ofprovisioning based on assumptions made by themanagement and presentation of the significantcontingent liabilities in the financial statements.
2
Assessment of carrying value of equity investments in subsidiaries
As disclosed in Note No.6 of the standalone
Our audit procedures included the following:
financial statements, the Company hasinvestments in various subsidiaries of Rs. 9807.7!
• Assessed that the methodology used by
lacs. As on reporting date, Rs. 3800.00 of
management to estimate the recoverable value of
subsidiaries has accumulated losses resulting in
each investment in subsidiary is consistent with Ind
erosion of its Net worth (negative Net worth of R
AS.
2687.52 Lacs)
• Compared the carrying values of the
The Management carried out impairment
Company's investment in subsidiaries with their
assessment for each investment by:
respective net asset values (based on the respective
Comparing the carrying value of each investmen
subsidiaries audited financial statements), realizable
with the net worth of each company based on
value and discussions with management about their
audited financials.
performance and future outlook.
Comparing the performance of the investeecompanies with projections used for valuations
• Evaluating the methodology used by the
and approved business plans.
Company in projections used variations, in particulathose relating to the cash flows. We also assessed tl
The accounting for investment is a key audit
historical accuracy of management's estimates and
matter as the impairment assessment and
evaluated the business plans incorporated in the
determination of the recoverable value involves
projections, if any.
significant management judgment andassumptions.
• We read and assessed the presentation anddisclosure in the standalone financial statements.
The Company's Board of Directors is responsible for the preparation of other information. The Otherinformation comprises the information included in the Management Discussion and Analysis, Board's Reportincluding Annexures to the Board report, Business responsibility & Sustainability Report, Corporate Governancereport and Shareholder's information, but does not include the consolidated financial statements, StandaloneFinancial Statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone 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 otherwise appearsto be materially misstated.
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 respectto the preparation of these standalone financial statements that give a true and fair view of the financialposition, financial performance (including other comprehensive income), changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the standalone financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Director's is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements are free frommaterial 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 accordancewith 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, theycould reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalscepticism 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 detecting amaterial 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 responsible forexpressing our opinion on whether the Company has adequate internal financial control system withreference to standalone 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.
• Conclude on the appropriateness of Management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the entity's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or, if such disclosures are inadequate, tomodify 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 entity to cease to continue as agoing concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that individually or inaggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the standalonefinancial statements may be influenced. We consider quantitative 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 ofany identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the standalone financial statements of the current year and are therefore thekey audit matters. We describe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter should notbe communicated in our report because the adverse consequence of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
i) The standalone financial statements of the Company for the year ended 31st March, 2024 were auditedby the predecessor auditor, N R Tibrewala & Co LLP, who have expressed a qualified opinion on thosestandalone financial statements vide their audit report dated 3rd June, 2024.
ii) The company has acquired an investment in an unlisted companies from Related Party, for totalconsideration of Rs. 2500 lacs against which the payment has been made via cheque dated 31st March2025. However, as of the date of this report, the cheque has not been deposited or presented for clearingby the counterparty. While the transaction has been recorded in the books of Account, the realization offunds by the subsidiary remain pending.
iii) The Company has acquired a 24.56% shareholding in Continental Controls Limited on 06 March 2024,and the share transfer process was completed on 17 December 2024. The Investment has been classifiedas an Investment in an Associate, and the Company will assess its financial impact in accordance with IndAS 28 (Investment in Associates and Joint Ventures).
iv) The Company has an outstanding liability of Rs.25.80 Lakhs payable pertaining to previous yearstowards Goods and Services Tax as on March 31, 2025 which has been disputed by the Company with GSTappellate authority whose decision is awaited. In absence of the outcome of such appeal, we are unable tocomment on the consequential impact due to disallowance of unclaimed and/or ineligible Input Tax Creditand levy of applicable interest and penalty, if any, on the financial statements for the year ended March 31,2025
1. Pursuant to the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government ofIndia in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure "A" a statement on thematters 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 the best of our knowledgeand belief were necessary for the purposes of our audit
(b) In our opinion proper books of accounts as required by law have been kept by the Company so far as itappears from our examination of those books and records.
(c) The Balance sheet, the Statement of Profit & Loss {including other comprehensive income), Statementof Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies {Account) Rules, 2014.
(e) On the basis of the written representation received from the directors as on March 31, 2025 taken onrecords by the Board of Directors, none of the directors are disqualified as on March 31, 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 Standalone FinancialStatements of the Company and the operating effectiveness of such controls, refer to our separate Reportin "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectivenessof the Company's internal financial controls with reference to Standalone Financial Statements.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with therequirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our informationand according to the explanations given to us, the remuneration paid by the Company to its directorsduring the year is in accordance with the provisions of Section 197of the Act.
(h) With respect to the matters to be included in the Auditor's report in accordance with the Rule 11 of theCompanies (Audit and Auditor) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its StandaloneFinancial Statements. Refer Note 29 to the Standalone Financial Statements.
ii. The Company has made provision as required under applicable law or accounting standards for materialforeseeable losses, if any. The Company did not have any long-term derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which arematerial either individually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in anyother person or entity, including foreign entity ("Intermediaries"), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;.
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which arematerial either individually or in the aggregate) have been received by the Company from any person orentity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing orotherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any materialmisstatement.
v. The Company has not declared or paid any dividend during the year ended March 31, 2025 and hencereporting compliance of Section 123 of the Act is not applicable
vi. Based on our examination, which included test checks, the Company has used accounting softwaresystems for maintaining its books of account for the financial year ended March 31, 2025 which have thefeature of recording audit trail (edit log) facility and the same has operated throughout the year for allrelevant transactions recorded in the software systems. Further, during the course of our audit we did notcome across any instance of the audit trail feature being tampered with and the audit trail has beenpreserved by the Company as per the statutory requirements for record retention.
FRN No 146573W
Sd/-
Rafik Sejam SheikhProprietor
Membership No 182278UDIN: 25182278BMGYLB1912Date:- 29th May, 2025Place:- Mumbai