We have audited the financial statements of ADD-SHOP E-RETAIL LIMITED (“the Company”),which comprise the balance sheet as at 31st March, 2025, the statement of profit and loss for the yearend and the statement of cash flows for the year ended on that date, and notes to the financialstatements, including a summary of significant accounting policies.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Companies Act, 2013 in the mannerso required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit and its cashflows for the year ended on that date.
Basis for Opinion
We have conducted our audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together with the ethical requirements that are relevant toour audit of the financial statements under the provisions of the Companies Act, 2013 and the Rulesthereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current period. These matters were addressed in the contextof our audit of the financial statements as a whole, and in forming our opinion thereon.
• The company had initiated a barter activity with some customers during the year. The companysells animal feed to customers and farmers, and in barter, the company acquire food grain fromthem. Then, the company produce animal feed using the food grain.
• The Outstanding amount of Trade Receivable as on 31st March, 2025 was significantly higher ascompare to Revenue for Operation as it holds 74.80 % of Revenue from operations which directlyindicates that debtors holding period is too higher.
• During the year, there were Two parties namely Dinesh Kumar Pandya (Managing Director) &Dada Organics Limited. Dinesh Kumar has deposited Rs.33.75 Cr during the year out of whichRs.7.16 Cr was settle against Dada Organics Limited advances and remaining amount of DineshKumar Pandya is Outstanding as on 31st March, 2025.
• There is one Taxable Purchase invoice was recorded in the accounting records underlying thefinancial statements but no ITC Claimed while filling GSTR-3B & Exempt Purchase of Rs.372.65Lakhs not shown in filling GSTR 1, but it will be rectified by management at the time of fillingGSTR 9 and GSTR 9C.
• Further Company has booked Distribution Commission, Incentive & Bonus amount toRs.15,95,72,316.07. Due to large number of transaction with distributors we are unable to verifyone to one transaction as company maintain accounts on total-basis, hence they book expenses ontotal basis rather than party-wise and same was followed for deduction on Tax at source whichunable to check one to one transaction.
• The Company has been served by Interim order cum show cause notice Under Sections 11(1),11(4), 11(4A), 11B (1) and 11B (2) of the Securities and Exchange Board of India Act, 1992 readwith Rule 4 (1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. Theother information comprises the information included in the Board’s Report, but does not include theFinancial Statements and our auditor’s report thereon. Our opinion on the financial statements does notcover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If, based on the work we have performed, we conclude that there is a material misstatementof this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance, and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the accountingStandards specified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the Board of Directors either intends to liquidatethe Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reportingprocess.
Auditor’s Responsibilities for the Audit of the Financial Statements
1. As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the overrideof internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, weare also responsible for expressing our opinion on whether the company has adequate internalfinancial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• 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 eventsor conditions that may cast significant doubt on the Company’s ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditor’s report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor’s report. However, future events or conditions may cause the Companyto cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation.
2. We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
3. We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
4. From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing sowould reasonably be expected 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”), as amended, issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to extentapplicable.
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 to the best of ourknowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with bythis Report are in agreement with the books of account;
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specifiedunder section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the management as on March 31, 2025 takenon record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate report in “AnnexureB”
g. With respect to the other matters to be included in the Auditor’s Report in accordance with therequirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance with theprovisions of section 197 of the Act and The company has passed a special resolution for theremuneration in accordance with the requirements of the Companies Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has been served by various proceedings in the FY 2015-16, 2017-18, 2018-19,2019-20, 2021-22, 2022-23 under Income Tax Act, 1961. Also served by Interim order cum showcause notice Under Sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the Securities andExchange Board of India Act, 1992 read with Rule 4 (1) of the SEBI (Procedure for HoldingInquiry and Imposing Penalties) Rules, 1995.
ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loanedor invested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other person or entity, including foreign entity("Intermediaries"), with the understanding, whether recorded in writing or otherwise, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds(which are material either individually or in the aggregate) have been received by theCompany from any person or entity, including foreign entity ("Funding Parties"), withthe understanding, whether recorded in writing or otherwise, that the Company shall,whether, directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)above, contain any material misstatement.
v. No dividend declared or paid during the year by the Company. So reporting under this clause isnot required.
vi.Based on our examination which included test checks, the company has used an accountingsoftware for maintaining its books of account which has not a feature of recording audit trail (editlog) facility.
For, K M Chauhan & Associates
Chartered AccountantsFRN No. 125924W
Place: RajkotDate: 27/05/2025
CA Kishorsinh M Chauhan
PartnerM. No. 118326UDIN: 25118326BMITTM7072