We have audited the Standalone financial statementsof Bhageria Industries Limited ("the Company"), whichcomprise the Standalone Balance Sheet as at March 31,2025 and the Standalone Statement of Profit and Loss(including other comprehensive income), StandaloneStatement of changes in Equity and StandaloneStatement of Cash flows for the year then ended, andnotes to the Standalone financial statements, includingmaterial accounting policies and other explanatoryinformation (hereinafter referred to as "StandaloneFinancial Statements") .
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act,2013 (Act) in the mannerso required and give a true and fair view in conformitywith the Indian Accounting Standards ('Ind As') specifiedunder section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015 and otheraccounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2025and its profit and other comprehensive income, changesin equity and its Cash Flows for the year ended on thatdate.
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under section 143(10) of theCompanies Act, 2013. Our responsibilities under thoseSAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statementssection of our report. We are independent of the Companyin accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit ofthe Standalone Financial Statements under the provisionsof the Companies Act, 2013 and the Rules thereunder,and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is material and appropriate to provide a basisfor our opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of theStandalone Financial Statements of the current period.These matters were addressed in the context of our auditof the Standalone Financial Statements as a whole, andin forming our opinion thereon, and we do not provide aseparate opinion on these matters.
We have determined the matters described below tobe the key audit matters to be communicated in ourreport.
Auditors' response to Key Audit Matters
1. Revenue recognition of Engineering,
Understood the Management controls around estimation process
Procurement and Commissioning Contracts
and derivation of the estimated cost (Cost to Complete) thereof.
(EPC Contracts) - Estimated Costs to
Evaluated and tested the design, implementation and operating
Complete
effectiveness of controls addressing this risk.
The Company follows a Percentage
Reviewed the Company's accounting policies with respect to
of Completion Method for Revenue
accounting and revenue recognition relating to EPC Contracts
Recognition of Engineering, Procurement
Obtained the list of all the contracts for which the Company has
and Commissioning (EPC) Contracts which
recognised revenue during the year and selected samples on
involves actual cost and estimate / forecastfor balance cost.
which we conducted our test of details as follows- Percentage of Completion ("POC") working for EPC Contracts
Due to significant judgement involved in
and traced the same to financial statements and general
the estimation of the total revenue, costs
ledgers.
to complete and the revenue that should
- Verified the executed version of contracts and its amendments
be recognized and significant audit risk of
for key terms and milestones to verify the estimated total
overstatement, we have considered RevenueRecognition - Estimated cost to complete
revenue and costs to complete and / or any changes thereto
EPC Contracts as a key audit matter.
- Evaluated key Management estimates used in determiningcost to complete
The Company's Management and Board of Directorsare responsible for the other information. The otherinformation comprises the information included inthe Company's Annual report, but does not include theStandalone Financial Statements and our Auditor'sreport thereon. The annual report is expected to be madeavailable to us after the date of this auditor's report.
Our opinion on the standalone financial statements doesnot cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone financialstatements, our responsibility is to read the otherinformation identified above when it becomes availableand, in doing so, consider whether the other informationis materially inconsistent with the standalone FinancialStatements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
When we read the company's annual report, if weconclude that there is a material misstatement therein,we are required to communicate the matter to thosecharged with governance and take necessary actions, asapplicable under the relevant laws and regulations.
Responsibilities of Management and those Charged withGovernance for the Standalone Financial Statements
The accompanying standalone financial statements havebeen approved by the Company's Board of Directors.The Company's Management and Board of Directors areresponsible for the matters stated in section 134(5) ofthe Companies Act, 2013 ("the Act") with respect to thepreparation of these Standalone financial statementsthat give a true and fair view of the state of affairs, profitand Other Comprehensive Income. Changes in equityand cash flows of the Company in accordance withthe accounting principles generally accepted in India,including the Indian Accounting Standards (Ind As)specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the financial statements, the Managementand the Board of Directors are responsible for assessingthe Company's ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis of accountingunless the Board of Directors either intends to liquidatethe Company or to cease operations, or has no realisticalternative but to do so.
Those Board of Directors are also responsible foroverseeing the Company's standalone financial reportingprocess.
Our objectives are to obtain reasonable assuranceabout whether the Standalone Financial Statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatementscan arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions ofusers taken on the basis of these Standalone financialstatements.
As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. Under section143(3)(i) of the Companies Act, 2013, we are alsoresponsible for expressing our opinion on whetherthe company has adequate internal financial controlswith reference to standalone financial statementsin place and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accountingestimates and related disclosures made bymanagement and Board of Directors.
• Conclude on the appropriateness of managementsand Board of Directors use of the going concernbasis of accounting in preparation of StandaloneFinancial Statements and, based on the auditevidence obtained, whether a material uncertaintyexists related to events or conditions that maycast significant doubt on the Company's ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the Standalone Financial Statementsor, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor'sreport. However, future events or conditions maycause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure andcontent of the Standalone Financial Statements,including the disclosures, and whether theStandalone Financial Statements represent theunderlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the standaloneFinancial Statements for the financial year of the currentperiod and are therefore the key audit matters. Wedescribe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated inour report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of 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 CentralGovernment of India in terms of sub-section (11)of section 143 of the Companies Act, 2013, we givein the "Annexure 1" a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to theextent applicable.
2. A. As required by Section 143(3) of the Act, we
report that:
a. We have sought and obtained all theinformation and explanations which tothe best of our knowledge and belief werenecessary for the purposes of our audit.
b. In our opinion, proper books of accountas required by law have been kept by theCompany so far as it appears from ourexamination of those books except for anymatters stated in paragraph 2 B(f) below onreporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 (asamended). Further, the back-up of the booksof accounts and other books and papers ofthe Company maintained in electronic modehas been maintained on servers physicallylocated in India.
c. The Standalone Balance Sheet, theStandalone Statement of Profit and Loss(including other Comprehensive Income), theStandalone Statement of Changes in Equityand the Standalone Statement of Cash Flowdealt with by this Report are in agreementwith the books of account.
d. In our opinion, the aforesaid standalonefinancial statements comply with the Ind ASspecified under Section 133 of the Act.
e. On the basis of the written representationsreceived from the directors as on March31, 2025 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2025 from being appointedas a director in terms of Section 164(2) ofthe Act.
f. With respect to the adequacy of the internalfinancial controls over financial reporting ofthe Company as on 31st March, 2025 andthe operating effectiveness of such controls,refer to our separate Report in "Annexure 2"wherein we have expressed an unmodifiedopinion
g. The modifications relating to themaintenance of accounts and other mattersconnected therewith in respect of audit trailare as stated in the paragraph 2A(b) aboveon reporting under Section 143(3)(b) of theAct and paragraph 2B(f) below on reportingunder Rule 1 1 (g) of the Companies (Auditand Auditors) Rules, 2014.
B. With respect to the other matters to be includedin the Auditors' 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 explanationsgiven to us:
a. The Company has disclosed the impactof pending litigations on its Standalonefinancial position in its financial statements- Refer Note 46 to the Standalone FinancialStatements;
b. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses;
c. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company.
d. i. The management has represented that,
to the best of its knowledge and belief, asdisclosed in note no 62 to the accounts,no funds have been advanced or loanedor invested (either from borrowed funds
or share premium or any other sourcesor kind of funds) by the Company to orin any other persons or entities, includingforeign entities ("Intermediaries"), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall:
- directly or indirectly lend or invest inother persons or entities identified inany manner whatsoever ("UltimateBeneficiaries") by or on behalf of theCompany or
- provide any guarantee, security or thelike to or on behalf of the UltimateBeneficiaries
ii. The management has represented, that,to the best of its knowledge and belief, asdisclosed in note no 62 to the accounts, nofunds have been received by the Companyfrom any persons or entities, includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall:
- directly or indirectly, lend or invest inother persons or entities identified inany manner whatsoever ("UltimateBeneficiaries") by or on behalf of theFunding Party or
- provide any guarantee, security or thelike from or on behalf of the UltimateBeneficiaries
iii. Based on the audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (i) and (ii) above, containany material misstatement.
e. The final dividend declared and paid by theCompany during the year in respect of thedividend declared for the previous year is in
accordance with section 123 of the Act tothe extent it applies to payment of dividend.
As stated in the note no.45 of StandaloneFinancial Statements, the Board of Directorsof the Company has proposed final dividendfor the year which is subject to the approvalof the members at the ensuing AnnualGeneral Meeting. The dividend declared is inaccordance with Section 123 of the Act to theextent it applies to declaration of dividend.
f. Based on our examination which includedtest checks, the Company has usedaccounting softwares for maintaining itsbooks of account, which have a feature ofrecording audit trail (edit log) facility andthe same has operated throughout the yearfor all relevant transactions recorded in therespective software.
Further, where audit trail (edit log) facilitywas enabled and operated throughout theyear, we did not come across any instance ofaudit trail feature being tampered with duringthe course of our audit.
C. With respect to the matter to be included in theAuditors' Report under section 197(16) of theact:
In our opinion and according to the informationand explanations given to us, the remunerationpaid by the company to its directors during thecurrent year is in accordance with the provisionsof Section 197 of the Act. The remuneration paidto any director is not in excess of the limit laiddown under Section 197 of the Act. The Ministryof Corporate Affairs has not prescribed otherdetails under Section 197(16) which are requiredto be commented upon by us.
Chartered AccountantsFRN no. 109262W/W100673
Partner
Membership No. 110208UDIN: 25110208BMINIR9814Mumbai, 17th May, 2025