We have audited the accompanying Standalone Ind AS Financial Statements of Soma Textiles & Industries Limited (“theCompany”), which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including OtherComprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended on thatdate and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the“Standalone Ind AS Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone IndAS Financial Statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India including Indian AccountingStandards (‘Ind AS') specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended (“Ind AS”), of the state of affairs (financial position) of the Company as at 31st March 2025, and its profit(financial performance including other comprehensive income), its cash flows and the changes in equity for the year endedon that date.
We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI')together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under theprovisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our opinion on the Standalone Ind AS Financial Statements.
We draw attention to the fact that the company has stopped manufacturing operations and sold off plant and machineries andis engaged in trading activities. The company's profit of ' 6926.87 Lakhs during the year ended 31st March 2025 and as of datepositive net worth of the company stood at '15783.66 Lakhs is on account of trading activities as well as exceptional items, asrepresented in this report under emphasis of matter paragraphs. In the opinion of the management company's assets includingcash & bank balance are sufficient to meet the liabilities of the company. These conditions, along with other matter as set forthin aforesaid note, indicate the existence of a material uncertainty that may cost significant doubt about the company's ability tocontinue as going concern. The management has assessed that the company continuous to be going concern.
Our opinion is not modified in respect of the above said matter.
Emphasis of Matter
We draw your attention to:
a) We draw attention to Note No. 30 of Standalone Ind AS Financial Statements wherein Exceptional items for the yearended 31st March, 2025 represent following components.
Sr.
No.
Particulars
Year Ended31.03.2025(' In lakhs)
Remarks, if any
1.
Foreign Exchange Gain on Loan Given to Soma Textiles FZC (associate)
111.83
-
2.
Liabilities no longer required written back
4.21
3.
Profit on sale of fixed assets
6,843.79
Total
6,959.83
b) The holding company had advanced a loan to its associate company ‘Soma Textiles FZC' (UAE) out of GDR proceeds,classified as Non-Current Loan. The Closing Balance of the same Loan is ' 3780.93/- Lakhs for the year ended 31stMarch, 2025 (Previous year ' 5255.90/- Lakhs for year ended 31st March, 2024).
The Company has quasi-equity in addition to the capital contribution to Soma Textiles FZC. When the said loan wasgiven, the said company was a wholly owned subsidiary, however with effect from 31st March, 2010, the company'sholding in this company has diluted from 100% to 40%. In the draft audited Financial Statement of Soma Textiles FZCended as at 31st March, 2025 the accumulated loss reflects at 9,65,140 (equivalent to ' 224.59/- Lakhs) as againstthe total capital of AED 9,00,000 (equivalent to ' 209.43/- lakhs) (Including statutory reserves).
Our opinion is not modified in respect of the above matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of theStandalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our auditof the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters.
We have determined following key audit matters to be communicated in our report
Key Audit Matter
How the matter was addressed in our audit
The Company has made profit on sale of fixed
assets aggregating to ' 6,843.79 Lakhs.
The following audit procedures were applied:
A. Obtaining and auditing the original documents forpurchase and sale of fixed assets such as originalinvoices, quotation and agreements.
B. Audited the receipt on account of sale of fixed assets inthe banking operations of the company.
C. Audited the appropriateness and correctness of theaccounting entries in the books of account.
Foreign Exchange Gain on loan
There is a Foreign exchange gain amounting to '
111.83 Lakhs relating to loan given to Associate.
A. Audited original documents for the transactions duringthe year and at the year end like Loan Agreement,Repayment schedule and document related toexchange rate.
B. Audited the receipt on account of principal of loan andits interest in the banking operations of the company.
The Company's Board of Directors are responsible for the preparation of the other information. The other informationcomprises the information included in the Company's annual report, but does not include the Consolidated Ind ASFinancialStatements, Standalone Ind AS Financial Statements and our auditor's report thereon.
Our opinion on the Standalone Ind AS 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 Ind AS Financial Statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS FinancialStatements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, weare required to report that fact.
We have nothing to report in this regard.
The Company's and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect tothe preparation and presentation of these Standalone Ind AS Financial Statements that give a true and fair view of thefinancial position, financial performance, total comprehensive income, changes in equity and cash 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.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; andthe 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 and presentation of theStandalone Ind AS Financial Statements that give a true and fair view and is free from material misstatement, whetherdue to fraud or error. The Standalone Ind AS Financial Statements are the responsibility of the Company's Management.The accompanying Standalone Ind AS Financial Statements pertain to the period where the Board of Directors holds theresponsibility for the financial transactions and to whom any significant exceptions/ adjustments in the statements are solelyattributable under the audit. The Audited Standalone Ind AS Financial Statements for the year ended 31st March, 2025have been prepared by the Management of the Company and have been approved by the Company's Board of Directors.
In preparing the Standalone Ind AS Financial Statements, Management is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless the Management 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 financial reporting process.
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a wholeare free from material 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 accordance withStandards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or errorand are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these Standalone Ind AS Financial Statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether dueto fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a 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 financial control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system 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 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, weare required to draw attention in our auditor's report to the related disclosures in the Standalone Ind AS FinancialStatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Companyto cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, includingthe disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements that, individually or in theaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Ind ASFinancial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scopeof our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements inthe Standalone Ind AS Financial Statements.
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 thoughtto bear 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 Ind AS Financial statements of the current period and are therefore the key auditmatters. We describe these matters in 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 not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.
The company has filed application for voluntary delisting of its shares in terms of Regulation 6(a) and Regulation 7 of SEBI(Delisting of Equity Shares) Regulations, 2009, however approval is pending from BSE's. However, the Equity Shares of thecompany will continue to be listed on National Stock Exchange of India Limited.
Our conclusion is not modified in respect of the above matters.
1. As required by the section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose 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 appearsfrom our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statementof Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevantbooks of account.
d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with Ind AS specified under Section133 of the Act.
e) The matter described in the material uncertainty related to Going Concern section above, in our opinion, mayhave an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31st March, 2025 and takenon record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from beingappointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controlsover financial reporting.
h) With respect to the other matters to be included in the Auditor's Report accordance with the requirements ofsection 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remunerationpaid by the Company to its directors during the year is in accordance with the provisions of section 197 of theAct.
i) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in the Standalone IndAS Financial Statements (refer note 39);
ii. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses; and
iii. There were no amounts which were require to be transferred to the Investor Education and ProtectionFund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person or entity, including foreign entity (“Intermediaries”), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
(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 personor entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded inwriting or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in otherpersons or entities 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. There was no proposal of Dividend (Interim or Final) during the Current Financial year as well as during theprevious Financial Year.
vi. Based on our examination which included test checks, the Company has used accounting software formaintaining its books of account for the period ended 31st March, 25 which has a feature of recording audittrail (edit log) facility and the same has operated throughout the year for all relevant transactions recordedin the software. Further, during the course of our audit we did not come across any instance of audit trailfeature being tampered with in respect of the accounting software.
2. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government in termsof Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 ofthe Order.
CHARTERED ACCOUNTANTSF.R.N. No.: 107929W/W100219
PARTNER
Date: 30th May, 2025 M. No.: 046284
Place: Ahmedabad UDIN: 25046284BNQMFG2171