We have audited the accompanying financial statements of MAHARASHTRA SEAMLESS LIMITED ("the Company"), whichcomprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, including the Statement of OtherComprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, andnotes to the standalone financial statements, including a summary of material accounting policies and other explanatoryinformation (herein after referred to as "Standalone Financial Statements")
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of theCompany as at March 31, 2025, its profit including other comprehensive income its cash flows and the change in equity for theyear ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statements under the provisions of theCompanies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements 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 standalone financial statements.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements for the financial year ended March 31,2025.These matters were addressed in the context of our audit ofthe standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We havefulfilled the responsibilities described in the auditor's responsibilities for the audit of the standalone financial statements sectionof our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed torespond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our auditprocedure, including the procedures performed to address the matters below, provide the basis for our audit opinion on theaccompanying standalone financial statements.
Sr. No
Key Audit Matter
How our audit addressed the key audit matter
1
Accuracy and completeness of disclosure ofrelated party transactions and compliance withthe provisions of Companies Act 2013 and SEBI(Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended('SEBI (LODR) 2015') (Refer note no. 2.38 of thestandalone financial statements)
We identified the accuracy and completeness ofdisclosure of related party transactions as set out inrespective notes to the standalone financialstatements as a key audit matter due to:
• the significance of transactions with related partiesduring the year ended March 31, 2025.
• Related party transactions are subject to thecompliance requirement under the Companies Act2013 and SEBI (LODR) 2015.
Our audit procedures in relation to the disclosure of
related party transactions included the following:
• We obtained an understanding of the Company'spolicies and procedures in respect of the capturing ofrelated party transactions and how managementensures all transactions and balances with relatedparties have been disclosed in the standalonefinancial statements.
• We obtained an understanding of the Company'spolicies and procedures in respect of evaluatingarms-length pricing and approval process by theaudit committee and the board of directors.
• We agreed the amounts disclosed with underlyingdocumentation and read relevant agreements,evaluation of arms-length by management, on asample basis, as part of our evaluation of thedisclosure.
• We assessed management evaluation of compliancewith the provisions of Section 177 and Section 188 ofthe companies Act 2013 and SEBI (LODR) 2015.
• We evaluated the disclosures through reading ofstatutory information, books and records and otherdocuments obtained during the course of our audit.
2
Litigations and Contingencies: Legal and Tax
related claims
• The company is subject to a number of legal,regulatory and tax cases for which finaloutcome cannot be easily predicted and whichcould potentially result in significant liabilities.Management's disclosures with regards tocontingent liabilities are presented in Note No.2.28 (c), (d) and (e) to the Standalone FinancialStatements.
• The assessment of the risks associated with thelitigations is based on complex assumptions.
• This requires use of judgement to establish thelevel of provisioning, increases the risk thatprovisions and contingent liabilities may not beappropriately provided against or adequatelydisclosed.
Accordingly, this matter is considered to be akey audit matter.
Our audit procedures include the following substantive
procedures:
• In order to get a sufficient understanding of litigationsand contingent liabilities, we have discussed the processof identification implemented by the Management forsuch provisions through various discussions withCompany's legal and finance departments. We read thesummary of litigation matters provided by the Company'sLegal & Finance Team.
• We read, where applicable, external legal or regulatoryadvice sought by the Company. We discussed with theCompany's Legal & Finance Team certain material casesnotes in the report to determine the Company'sassessment of the likelihood, magnitude and accountingof any liability that may arise.
• In light of the above, we reviewed the amount ofprovisions recorded and exercised our professionaljudgement to assess the adequacy of disclosures on theStandalone Financial Statements.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Annual report, but does not include the standalone financial statements and our auditor's report thereon. Theaforesaid documents are expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on thework we have performed, we conclude that there is a material misstatement of this other information, we are required to reportthat fact. We have nothing to report in this regard.
Management's Responsibilities for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of the financial position, financial performanceincluding other comprehensive income, changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statement 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's ability to continueas a going concern, disclosing, as applicable, 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, or has no realistic alternative butto do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detecta 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 economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher 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 design audit procedures that are appropriatein the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls with reference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor's report. However, future events or conditions may cause the Company 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 standalone financial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the standalone financial statements for the financial year ended March 31, 2025 and are thereforethe key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefitsof such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India interms of sub -section (11) of section 143 of the Act, we give in the "Annexure-A", a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
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 knowledge and belief werenecessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books;
(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income)and the standalone cash flow statement, statement of changes in equity dealt with by this report are in agreement withthe books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director interms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with referenceto these standalone financial statements and the operating effectiveness of such controls, refer to our separateReport in "Annexure B".
(g) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid/ provided by thecompany to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;
(h) 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, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financialstatements - Refer Note 2.28 (c, d and e) of the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company;
iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 2.48 (F)(ii) of the standalone financial statements, no funds 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 any otherpersons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("UltimateBeneficiaries") by or on behalf of the Company, or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in the note 2.48 (F)(ii) of the standalone financial statements, no funds have been received by the Company from any persons orentities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing orotherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("UltimateBeneficiaries") by or on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries;
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing hascome to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain anymaterial misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is inaccordance with Section 123 of the Act, as applicable.
As stated in Note no. 2.50 to the standalone financial statement, the Board of Directors of the Company haveproposed final dividend for the year which is subject to the approval of the members at the ensuing AnnualGeneral Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies todeclaration of dividend.
vi. As described in note no. 2.49 to the standalone financial statement, based on our examination which included testcheck, the company has been maintaining its books of accounts in the ERP which has feature of recording audittrail of each and every transaction made in the account along with the date when such changes were made andensuring that the audit trail cannot be disabled throughout the year as required by proviso to sub rule (1) of rule 3of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021. On certaintables for specific access, audit trail feature has not been enabled as it would result into considerable degradationof performance. Further, during the course of our audit we did not come across any instance of audit trail featurebeing tempered with and the audit trail has been preserved by the Company as per the statutory requirements forrecord retention.
For Kanodia Sanyal & Associates
Chartered AccountantsFirm Registration No.: 008396N
(R. K. Kanodia)
Place : New Delhi Partner
Date : 26th May, 2025 Membership No. 016121
UDIN: 25016121BMOTLH7485