a. We have audited the accompanying Financial Statements of Mega Corporation Limited (“the Company'),which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including otherComprehensive Income), Statement of changes in Equity and the Statement of Cash Flows for the yearended on that date, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “the Financial Statements').
b. In our opinion and to the best of our information and according to the explanations given to us, the aforesaidFinancial Statements give the information required by the Companies Act, 2013 (“the Act')in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards prescribed undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended(Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Companyas at March 31, 2025, and its profit, total comprehensive income, its cash flows and changes in equity forthe year ended on that date.
We have conducted our audit of the Financial Statements in accordance with the Standards on Auditing specifiedunder section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in theAuditor's Responsibilities for 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 Chartered Accountants of India(ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules mace thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Financial Statements of the current period. These matters were addressed in the context of our audit of theFinancial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters. We have determined that the there are no key matters to be communicated in our report.
a. The Company's Board of Directors is responsible for the preparation of other information. The otherinformation comprises the information included in the Board's Report including Annexures to Board's Reportbut does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the Board Report and we do not express any formof assurance conclusion thereon.
b. In connection with our audit of the financial statements, our responsibility is to read the other informationidentified above, when it becomes available, and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements or 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 a material misstatement in this BoardReport, we are required to report that fact.
c. We draw attention to the fact that the Company Secretary and Compliance Officer position was vacantfor a part of the year and was subsequently filled within one month. The Company has complied withthe applicable requirements of SEBI (LODR) Regulations, 2015. Our opinion is not modified in respect ofthis matter.
a. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these Financial Statements that give a true and fair view of the financialposition, financial performance including other comprehensive income, changes in equity and cash flowsof the Company in accordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions 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 judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.
b. In preparing the 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 thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
a. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these FinancialStatements.
b. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
i) Identify and assess the risks of material misstatement of the financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ii) Obtain an understanding of internal financial controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the Company has adequate internal financial controlswith reference to financial statements in place and the operating effectiveness of such controls.
iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management
iv) Conclude on the appropriateness of management's use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's reportto the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modifyour 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 goingconcern.
v) Evaluate the overall presentation, structure and content of the Financial Statements, including thedisclosures, and whether the Financial Statements represent the underlying transactions and events ina manner that achieves fair presentation.
c. Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate,makes it probable that the economic decisions of a reasonably knowledgeable user of the FinancialStatements may be influenced. 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 anyidentified misstatements in the Financial Statements.
d) We communicate with those charged with governance regarding, 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.
e) We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other mattersthat may reasonably be thought to bear on our independence, and where applicable, related safeguards.
f) From the matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the Financial Statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter shouldnot be communicated in our report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
II. Report on Other Legal and Regulatory Requirements
1. 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, we give in “Annexure A” a statement on the matters specified in paragraphs
3 and 4 of the Order.
2. As required by 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 andbelief were necessary 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 itappears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statementof Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with therelevant books of account.
d. In our opinion, the aforesaid financial statements comply with the Ind AS prescribed under Section 133 ofthe Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
e. On the basis of the written representations received from the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to financial statements of theCompany and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.Ourreport expresses an unmodified opinion on the adequacy and operating effectiveness of the Company'sinternal financial controls with reference to financial statements.
g. The remuneration paid by the Company to its directors during the year is in accordance with the provisionsof Section 197 read with Schedule V of the Act, and where the remuneration exceeded the prescribed limits,the same has been approved by the shareholders through a special resolution as required under the Act.
h. 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 informationand according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its FinancialStatements- Refer Note 31 to the Financial Statements.
ii. The company did not have any long-term contracts including derivatives contracts for which there wereany material foreseeable losses.
iii. There is no amount required to be transferred, to the investor's education & Protection Fund by theCompany
iv. a) The management has represented that, to the best of its knowledge and belief, no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the company to or in any other person or entity, including foreign entities
(“intermediaries”) with the understanding, whether recorded in writing or otherwise, that the intermediaryshall, whether directly or indirectly lend or invest in other person or entity identified in any mannerwhatsoever by or behalf of the company (“ultimate beneficiaries”) or provide any guarantee, security orthe like on behalf of the Ultimate beneficiaries.
b) The management has represented, that, to the best of its knowledge and belief, no funds have beenreceived by the company from any person or entity including foreign entities (“Funding Parties”) withthe understanding, whether recorded in writing or otherwise, that the company shall, whether directlyor indirectly, lend or invest in other person or entity identified in any manner whatsoever by or behalf ofthe Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf ofthe ultimate beneficiaries; and
c) Based on such audit procedures that were considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that representations undersub clause (a) and (b) contain any material mis-statement.
v. The Company has neither declared nor paid any dividend during the year.
3. Based on our examination which included test checks, the company has used accounting software for maintainingits books of account which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software. Further, during the course of our auditwe did not come across any instance of audit trail feature being tampered with.
As the proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from 1st April 2023, reportingunder Rule 11(g) of the Companies (Audit and Auditors) Rules 2014 on preservation of audit trail as per statutoryrequirements for record retention is not applicable for the financial year ending 31st March 2025.”
For Manish Pandey & AssociatesChartered AccountantsFirm Registration Number: 019807C
Nisha Goverdhandas NarayaniPartnerM. No.: 623330UDIN: 25623330BMIXMK7419
Place: New Delhi
Dated: 22 May 2025