We have audited the accompanying standalone financial statements of Zenith Fibres Limited (“the Company”), which comprisethe Balance Sheet as at March 31,2025, the Statement of Profit and Loss, including Other Comprehensive Income, the Statementof Changes in Equity and the Statement of Cash Flows for the year ended and notes to the financial statements, including materialaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31,2025 and its profit, total comprehensive income, changes in equity and its cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilitiesfor the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that arerelevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that theaudit evidence, obtained by us, is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financialstatements.
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 of the current period. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed the Key Audit Matter
Valuation of investments and deposits
We refer to the accounting policies and the notes given at 3.6and 7.
The company holds significant investments and deposits,which constitute a material portion of its total assets. Thesefinancial instruments include equity investments, mutual funds,inter corporate deposits, etc. that are subject to market risk,credit risk, and liquidity risk, particularly where observablemarket data is limited or the instruments are unquoted or heldin complex structures.
The accounting of carrying value of equity investments,determination of fair value of investments and assessment ofimpairment involves management judgement, estimates onfuture expected level of operations, forecast of cash flows,market conditions etc.
Our audit procedures included, among others, reconciliationof third party statements, examining contractual maturities ofdeposits and exit strategies for investments, more detailedreview of investment portfolio, published and subsequentchanges in the Net Asset values, use of data from externalsources, and also discussed the key assumptions used bymanagement in impairment testing to understand the impacton the recoverable amounts.
The procedures and the detailed review did not identify anymaterial differences.
Risk of Revenue volatility
The company derives a significant proportion of its revenuefrom a small number of customers which exposes the companyto revenue risk if any key customer reduces or discontinuestheir business.This may materially impact the company’s cashflows, and future profitability.
Our audit procedures included among others, reviews customerwise revenue, understanding of management customerretention strategies, reviewing correspondence and contractsto ensure evaluate future business relationship and continuedsupplies, plans to diversify customer base etc.
The Company’s Board of Directors is responsible for the other information. The other information comprises the informationincluded in company’s Annual Report, but does not include the Standalone financial statements and our auditor’s report thereon.The Company’s annual report is 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 and, in doingso, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
When we read the Company’s annual report, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance and take necessary actions, as applicable under the relevant lawsand regulations.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fair view of the financial position, financial performance, includingother comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and otheraccounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable 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 the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.
In preparing the Standalone financial statements, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for 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 judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to Standalone Financial Statements system inplace and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor’s report to the related disclosures in the standalone financial 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 our auditor’sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand 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 most significancein the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication.
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 in para¬graphs 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 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 Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, Statementof Cash Flow and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified undersection 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on 31st March, 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 reference tofinancial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in“Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section197(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 remuneration paidby the Company to its directors during the year is in accordance with the provisions of section 197 of 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 theexplanations given to us:
i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financialstatements - Refer Note 36.1.1 to the standalone financial statements;
ii) The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses;
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protec¬tion Fund 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 (either from borrowed fundsor share premium or any other sources or kind of funds) by the Company to or 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 indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are materialeither individually or in the aggregate) have been received by the Company from any person or entity, includ¬ing foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, thatthe Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) 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 the circumstances,nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v) The dividend proposed in the previous year, declared and paid during the year is in accordance with the provisionsof section 123 of the Companies Act, 2013, as applicable.
vi) Based on our examination, which included test checks, the company has used such accounting software for main¬taining its books of account which has a feature of recording audit trail (edit log) facility and the same has beenoperated throughout the year for all transactions recorded in the software and the audit trail feature has not beentampered with and the audit trail has been preserved by the company as per the statutory requirements for recordretention.
Further, during the course of our audit we did not come across any instance of the audit trail feature being tam¬pered with and the audit trail has been preserved by the Company as per the statutory requirements for recordretention.
Chartered AccountantsFirm Registration No. 126307W
Sd/-
Partner
Place : VADODARA Membership No. 047966
Date : May 27, 2025 UDIN: 25047966BMOMVO1853