We have audited the financial statements of Lippi Systems Limited ("the company"),which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit andLoss (including Other Comprehensive Income), Statement of changes in equity andStatement of cash flows for the year ended and notes to the Financial Statementsincluding a summary of material accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements give the information as required by theCompanies Act, 2013, as amended ("the Act") in the manner so required and give atrue and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards)Rules, 2015, as amended, ("Ind AS") & other accounting principles generally acceptedin India, of the state of affairs of the Company as at 31st March, 2025, its loss (includingother comprehensive income), its cash flows and the changes in equity for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs")specified under section 143(10) of the Companies Act, 2013 ("the Act"). Ourresponsibilities under those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to ouraudit of the financial statements under the provisions of the Act, and the Rulesthereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidenceobtained by us, is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the financial statements of the current period. As the entityhad very limited operations during the financial year, in our opinion, there are no keyaudit matters that require significant auditor's attention.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in theManagement Discussion and Analysis, Board's Report including Annexures to Board'sReport, Business Responsibility Report, Corporate Governance and Shareholder'sInformation, but does not include the financial statements and our auditor's reportthereon. The above-mentioned reports comprising of other information are expectedto be made available to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and wedo not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to readthe other information identified above when it becomes available and, in doing so,consider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit, or otherwise appears to bematerially misstated. If based on the work we have performed, we conclude that thereis a material misstatement of this other information, we are required to report thatfact. We have nothing to report in this regard.
When we read the above-mentioned reports comprising other information and if weconclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance and describe actionsapplicable in the applicable laws and regulations.
The Company's Management is responsible for the matters stated in section 134(5) theAct with respect to the preparation of these Ind AS financial statements that give a trueand fair view of the financial position, financial performance, cash flows and changes inequity statement of the Company in accordance with the Accounting principlesgenerally accepted in India, including the Accountant Standards (Ind AS) referred to insection 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015(as amended). This responsibility includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities, selectionand application of appropriate accounting policies, making judgements and estimatesthat are reasonable and prudent, and design, implementation and maintenance ofadequate internal financial control that we are operating effectively for ensuring theaccuracy and completeness of accounting records relevant to the preparation andpresentation of the Ind AS financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a 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 economicdecisions of users taken on the basis of these financial statements.
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 financialstatements, 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 misstatement 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 understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the company has adequate internal financial controlswith reference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made bymanagement.
• Conclude on the appropriateness of management's use of the going concernbasis of accounting and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the financialstatements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financialstatements, including the disclosures, and whether the financial statementsrepresent the underlying transactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat, individually or in aggregate, makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financialstatements.
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 with reference to financialstatements that we identify during our audit.
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 independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter shouldnot be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on other Legal and regulatory requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issuedby the Central Government of India in terms of sub-section 11 of section 143 ofthe Act, we give in the Annexure-A statement on the matters specified inparagraphs 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 tothe best of our knowledge and belief were necessary for the purpose of ouraudit.
b. In our opinion, proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books.
c. The Balance Sheet, Statement of Profit and Loss (including othercomprehensive income), Cash Flow Statement and Statement of Change inEquity dealt with by this Report are in agreement with the books of account.
d. In our opinion, the Ind AS financial statements comply with the AccountingStandards (Ind AS) referred to in section 133 of the Companies Act, 2013 readwith Companies (Indian Accounting Standards) Rules, 2015, as amended.
e. On the basis of written representations received from the directors as onMarch 31, 2025, and taken on record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025, from being appointed as adirector in terms of section 164(2) of the Companies Act, 2013.
f. With respect to the adequacy of the internal finance controls with reference
to financial statements of the Company and the operating effectiveness ofsuch control, refer to our separate Report in "Annexure-B". Our report doesnot express modified opinion on the adequacy and operating effectiveness ofthe Company's internal financial controls with reference to financialstatements.
g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act, as amended:
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 section 197 ofthe Act.
h. With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit & Auditors) Rules 2014, inour opinion and to the best of our information and according to explanationsgiven to us by the management, the requirements of the same are dulycomplied with as under:
i. As informed to us, the Company does not have any pending litigations whichwould impact its financial position;
ii. The Company did not have any long-term contracts including derivativescontracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv.
a) The Management has represented that, to the best of its knowledge andbelief, as disclosed in Note 27 to the financial statements no funds havebeen advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies), including foreign entities("Intermediaries"), with the understanding, whether recorded in writingor otherwise, that the Intermediary shall, directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever byor on behalf of the Company ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) The Management has represented, that, to the best of its knowledgeand belief, as disclosed in Note 27 to the financial statements, no fundshave been received by the Company from any person(s) or entity(ies),including foreign entities ("Funding Parties"), with the understanding,whether recorded in writing or otherwise, that the Company shall,directly or indirectly, lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
C) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances, nothing has come toour notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and hasnot proposed final dividend for the year.
vi. Based on our examination which included test checks, the company has usedTally Prime accounting software for maintaining its books of accounts whichhas a feature of recording audit trail (edit log) and the same has operatedthroughout the year for all relevant transactions recorded in the software.Further, during the course of our audit we did not come across any instance ofaudit trail feature being tampered with in respect of accounting software andthe audit trail has been preserved by the company as per the statutoryrequirements for record retention.
3. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act, as amended, inour opinion and according to the information and explanations given to us, theremuneration paid to any director by the company is not in excess of the limitslaid down under section 197 of the Act.
For Ashok Dhariwal & Co.
Chartered Accountants
(Registration No. 100648W)
(CA Ashok Dhariwal)
Partner
Place: Ahmedabad Membership No. 036452
Date: 30/05/2025 UDIN: 25036452BMKTGN4869