We have audited the accompanying Standalone FinancialStatements of TAAL Enterprises Limited (“the Company”),which comprise the Standalone Balance sheet as at 31 March,2025, the Standalone Statement of Profit and Loss, includingthe statement of Other Comprehensive Income, the StandaloneCash Flow Statement and the Standalone Statement ofChanges in Equity for the year then ended, and notes to theStandalone Financial Statements, including a summary ofmaterial accounting policies considering amendments in INDAS 1 and other explanatory information (hereinafter referredto as the “Standalone Financial Statements”).
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013 (“the Act”) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with the Company (Indian Accounting Standards)Rules, 2015, as amended, (“Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairs ofthe Company as at 31 March, 2025, its profit including othercomprehensive income, its cash flows and the changes inequity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statementsin accordance with the Standards on Auditing (“SAs”) specifiedunder Section 143(10) of the Act. Our responsibilities underthose Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of theCompany in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) togetherwith the ethical requirements that are relevant to our audit ofthe Standalone Financial Statements under the provisions ofthe Act and the Rules made thereunder, and we have fulfilledour other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe thatthe audit evidence obtained by us is sufficient and appropriateto provide a basis for our audit opinion on the StandaloneFinancial Statements.
Emphasis of Matter
We draw attention to Note 33 to the financial statements, whichdescribes that the Hon'ble National Company Law Tribunal(NCLT) has, vide its order dated 21 May 2025, approved theScheme of Merger between TAAL Tech India Private Limitedand TAAL Enterprises Limited. Our opinion is not modified inrespect of this matter.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of theStandalone Financial Statements of the current period. Thesematters were addressed in the context of our audit of theStandalone Financial Statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinionon these matters.
We have determined that there are no key audit matters tocommunicate in our report.
Information Other than the Standalone FinancialStatements and Auditor's Report Thereon
The Company's Management and Board of Directors isresponsible for the other information. The other informationcomprises the information included in the Annual Report,but does not include the Consolidated Financial Statements,Standalone Financial Statements and our auditor's reportthereon.
Our opinion on the Standalone Financial Statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the other informationand, in doing so, consider whether such other informationis materially inconsistent with the Standalone FinancialStatements or our knowledge obtained during the course ofour audit or otherwise appears to be materially misstated. If,based on the work we have performed, we conclude that thereis a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in thisregard.
Responsibilities of the Management for the StandaloneFinancial Statements
The Company's Management and Board of Directors isresponsible for the matters stated in section 134(5) of the Actwith respect to the preparation of these Standalone FinancialStatements that give a true and fair view of the financialposition, financial performance including other comprehensiveincome, cash flows and changes in equity of the Company inaccordance with the Ind AS and other accounting principlesgenerally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the Standalone FinancialStatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, orhas no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these StandaloneFinancial Statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the Standalone Financial Statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence thatis sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal financial controlrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls system in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the Management andBoard of Directors.
• Conclude on the appropriateness of Management andBoard of Directors use of the going concern basis ofaccounting and, based on the audit evidence obtained,whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we arerequired to draw attention in our auditor's report tothe related disclosures in the Standalone FinancialStatements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represents the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the Standalone FinancialStatements of the current year and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. A) As required by Section 143(3) of the Act, based onour audit, we report that:
a) We have sought obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit;
b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.
c) The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss including the Statementof Other Comprehensive Income, the StandaloneCash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreementwith the relevant books of account;
d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Ind AS specified underSection 133 of the Act;
e) On the basis of the written representations receivedfrom the directors as on 31 March, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on 31 March, 2025 from
being appointed as a director in terms of Section164(2) of the Act;
f) With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness of suchcontrols, refer to our separate Report in “AnnexureA”. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of theCompany's internal financial controls over financialreporting.
g) With respect to the other matters to be includedin the Auditor's Report in accordance with therequirements of Section 197(16) of the Act, asamended, in our opinion and to the best of ourinformation and according to the explanations givento us, the managerial remuneration paid/providedby the Company during the year is in accordancewith the provisions of Section 197 of the Act.
h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014 inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company does not have any pendinglitigations which would impact its financialposition.
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
iii. There have been no amounts which wererequired to be transferred to the InvestorEducation and Protection Fund by theCompany.
iv. (a) The Management has represented that,
to the best of its knowledge and belief,other than as disclosed in notes toaccounts, no funds (which are materialeither individually or in the aggregate)have been advanced or loaned orinvested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the Company to orin any other person or entity, includingforeign entity ('Intermediaries') with theunderstanding, whether recorded inwriting or otherwise, that the intermediaryshall, directly or indirectly lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf ofthe Company ('Ultimate Beneficiaries') orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(b) The Management has represented that,to the best of its knowledge and belief,
no funds (which are material eitherindividually or in the aggregate) havebeen received by the Company from anyperson or entity, including foreign entity('Funding Parties') with the understanding,whether recorded in writing or otherwise,that the Company shall, whether directlyor indirectly lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalf of theFunding Party ('Ultimate Beneficiaries') orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries
(c) Based on the audit procedures thathave been considered reasonable andappropriate in the circumstances, nothinghas come to our attention that has causedus to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above,contain any material misstatement.
v. There is no dividend declared or paid duringthe year by the Company. Thus, compliancewith Section 123 of the Act is not applicable.
vi. Based on our examination which includedtest checks, the company has used anaccounting software for maintaining its booksof account which has a feature of recordingaudit trail (edit log) facility and the same hasoperated throughout the year for all relevanttransactions recorded in the software. Further,during the course of our audit we did not comeacross any instance of audit trail feature beingtampered with. Additionally, the audit trail hasbeen preserved by the Company as per thestatutory requirements for record retention forFY 2024-25.
2. As required by the Companies (Auditor's Report) Order,2020 (“the Order”), issued by the Central Governmentin terms of section 143(11) of the Act, we give in the“Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
Chartered AccountantsFirm Registration No. 118696W
Partner
Place: Mumbai Membership No.108053
Date: 28 May 2025 UDIN: 25108053BMIPUB8556