We have audited the accompanying standalone financial statements of ActiveClothing Co Limited (“the Company”), which comprise the Balance sheet as at 31stMarch, 2025, and the Statement of Profit and Loss, the Cash Blow Statement and theStatement of Changes in Equity for the Year ended, and a summary of significantaccounting policies and other explanatory information.
In our Opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid standalone financial statements give the informationrequired by the Companies Act, 2013 (“ihe Act") in the manner so required and givea true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies ( Indian AccountingStandards) Rules, 2015, as amended ( “ Ind AS”) and other accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31stMarch,2025, and its profit, total comprehensive income, its cash flows and thechanges in equity for the year ended on that date.
BASIS OF OPINION
We conducted our audit of the standalone financial statements in accordance withthe Standards on Accounting specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor’sResponsibility for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) together withthe ethical requirements that are relevant to our audit of the Standalone FinancialStatements under the provisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
Information Other that the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion andAnalysis Report, Business Responsibility Report, Director’s Report including annexuresto the Director’s Report and Corporate Governance Report, but does not includethe consolidated financial statements, standalone financial statements and ourauditor's report thereon.
• Our opinion on the standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
• In connection with our Audit of the standalone financial statements, ourresponsibility is to read the other information and, in doing so, considerwhether the other information is materially inconsistent with the standalonefinancial statements of our knowledge obtained during the course of ourAudit or otherwise appears to be materially misstated.
• If, based on the work we have performed, we conclude that there is amaterial misstatement of this other information, we are required to report thatfact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financialperformance including other comprehensive income, cash flows and changes inequity of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecling fraudsand other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the standalonefinancial 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, management is responsible forassessing the Company’s ability to continue as a going concern, disclosing , asapplicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or tocease operations, or has no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement, whether due tofraud 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 auditconducted is accordance with SAs will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of these standalone financialstatements.
As part of an audit in accordance with SAs, we exercise professional judgment andmaintain professional skepticism throughout the Audit. We also:
• Identify and assess the risks of material misstatement of the standalonefinancial statements, whether due to fraud or error, design and perform auditprocedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misslaternent resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an underslanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstancesunder section 143(3) (i) of the Act, we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controlssystem in place and the operating effectiveness of such controls.
. Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by themanagement.
• Conclude on the appropriateness of management’s use of fhe goingconcern basis of accounting and, based on the audit evidence obtained,whether a material uncertainly exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in thestandalone financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidenceobtained up to the date or our Auditor’s Report. However, future events orconditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the standalonefinancial statements, including the disclosures, and whether the standalonefinancial stafemenfs represent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat, individually or in aggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i)planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstafemenls.
We communicate with those charged with governance regarding, among othermatters, the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control that we indentify during ouraudit.
We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may reasonably bethought to bear on our on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged with governance, wedetermine those matters that were of most significance in the audit of thestandalone financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Companies Act 2013, based on our Audit
we report that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for thepurposes of our Audit.
b) In our opinion, proper books of account as required by law have beenkept by the Company so far as if appears from our examination ofthose books.
c) The Balance Sheet, the Statement of Profit and Loss, the Cash FlowStatement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion, the aforesaidstandalone financial statements complywith the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directorsas on 31st March, 2025 taken on record by the Board of Directors, noneof the directors is disqualified as on 31st March, 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 overfinancial reporting of the Company and the operating effectiveness ofsuch controls, refer to our Separate Report in “Annexure A”, our reportexpresses an unmodified opinion on the adequacy and operatingeffectiveness of the Company’s internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's Reportin accordance with the requirements of Section 197(16) of the Act, asamended.
In our opinion and to the best of our information and according to theexplanations given to us, the remuneration paid by the Company to itsdirectors during the year is in accordance with the provisions of section197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Reportin accordance with Rule 1 1 of the Companies (Audit and Auditors)Rules, 2014, as amended in our opinion and to the best of ourinformation and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements .
ii) The Company did not have any long term contracts includingderivative contracts for which there were any material foreseeablelosses.
iii) a) the Management has represented that, to the best of it'sknowledge and belief to the financial statements, no funds havebeen advanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind of funds ) bythe Company to or in any other person(s) or entity(ies), includingforeign entities (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall,directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of theCompany ("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 it’sknowledge and belief , no funds have been received by theCompany from any person(s) or entity(ies), including foreignentities (“Funding Parties”), with the understanding, whetherrecorded in writing or otherwise, that the Company shall, directlyor indirectly, lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party(“Ultimate Beneficiaries”) or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have beenconsidered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe thatthe representations under sub clause (i) and II of Rule 11(e), asprovided under (a) and (b) above, contain any materialmisstatement.
2. As required by the Companies ( Auditor's Report) Order, 2020 (“the Order”)issued by the Central Government in terms of Section 143 (11) of the Act, wegive in “ Annexure B” a statement on the matters specified in paragraphs 3and 4 of the Order.
FOR KAPOOR RAJESH & ASSOCIATES,CHARTERED ACCOUNTANTS.
Sd/-
( DEEPAK BHATT )
Partner
DATE : 30.05.2025 Membership No. 532529
PLACE: Mohali Firm Registration No. 015350N