We have audited the financial statements of HVAX TECHNOLOGIESLIMITED (FORMERLY KNOWN AS HVAX TECHNOLOGIES PRIVATELIMITED) ("the Company”), which comprise the Balance Sheet asat 31st March, 2025, and the Statement of Profit and Loss, andstatement of Cash flows for the year ended 31st March, 2025,and notes to the financial statements, including a summary ofsignificant accounting policies and other explanatory information.
In our opinion and to the best of our information and according tothe explanations given to us, the aforesaid financial statementsgive the information required by the Companies Act, 2013 in themanner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of the stateof affairs of the Company as at 31st March, 2025, and its profit/loss, and its cash flows for the year ended 31st March, 2025.
Basis for Opinion
We conducted our audit in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the CompaniesAct, 2013. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act, 2013and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and theCode of Ethics.
We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the financialstatements of the current period. These matters were addressedin the context of our audit of the financial statements as a whole,and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. There are no Key Audit Matterswhich need to be reported.
Information Other than the financial statements and Auditor’sreport thereon
The Company's Board ofDirectors is responsible for the preparationof the other information. The other information comprises theinformation included in the Management Discussion and Analysis,Board's Report including Annexures to Board's Report, BusinessResponsibility Report, Corporate Governance and Shareholder'sInformation, but does not include the financial statements and ourauditor's report thereon.
Our opinion on the financial statements does not cover theother information and we do not express any form of assuranceconclusion thereon.
In connection with our audit of the financial statements, ourresponsibility is to read the other information and, in doing so,consider whether the other information is materially inconsistentwith the financial statements or our knowledge obtained duringthe course of our audit or otherwise appears to be materiallymisstated.
If, based on the work we have performed, we conclude that there isa material misstatement of this other information, we are requiredto report that fact. We have nothing to report in this regard.
Responsibility of Management for Financial Statements
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act”)with respect to the preparation of these financial statementsthat give a true and fair view of the financial position, financialperformance, and cash flows of the Company in accordance withthe accounting principles generally accepted in India, includingthe accounting Standards specified under section 133 of theAct. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the financial statement that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the financial statements, management is responsiblefor assessing the Company's ability to continue as a goingconcern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company orto cease operations, or has 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 Financial Statements
Our objectives are to obtain reasonable assurance about whetherthe financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue anauditor's report that includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or 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 exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of thefinancial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or theoverride of internal control.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsiblefor expressing our opinion on whether the company hasadequate internal financial controls system in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue asa going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, future eventsor conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures, andwhether the financial statements represent the underlyingtransactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of theaudit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
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 of India interms of sub-section (11) of section 143 of the CompaniesAct, 2013, we give in the ‘Annexure A' a statement on thematters specified in paragraphs 3 and 4 of the Order, to theextent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, andthe Cash Flow Statement dealt with by this Report are inagreement with the books of account.
(d) In our opinion, the aforesaid financial statements complywith the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.
(e) On the basis of the written representations received fromthe directors as on 31st March, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on31st March, 2025 from being appointed as a director in termsof Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Reportin “Annexure B”.
(g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinionand to the best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact of Pendinglitigation as at 31th March, 2025 on its financial Positionin its Financial Statement - Refer Note- 25(B) to thefinancial statements.
ii. The Company did not have any long-term contractsincluding derivative contracts for which there were anymaterial foreseeable losses.
iii. There were no amounts which were required to betransferred to the Investor Education and ProtectionFund by the Company.
iv. (a) The management has represented that, to the
best of its knowledge and belief, as disclosed innote 28 to the standalone financial accounts, nofunds have been advanced or loaned or invested(either from borrowed funds or share premiumor any other sources or kind of funds) by theCompany to or in any other persons or entities,including foreign entities (“Intermediaries”), withthe understanding, whether recorded in writing orotherwise, that the Intermediary shall:
• directly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever (“Ultimate Beneficiaries”) by oron behalf of the Company or
• provide any guarantee, security or the like toor on behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to thebest of its knowledge and belief, as disclosed innote 28 to the standalone financial accounts, nofunds have been received by the Company fromany persons or entities, including foreign entities(“Funding Parties”), with the understanding,whether recorded in writing or otherwise, that theCompany shall:
• directly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever (“Ultimate Beneficiaries”) by oron behalf of the Funding Party or
• provide any guarantee, security or thelike from or on behalf of the UltimateBeneficiaries.
(c) Based on such audit procedures as consideredreasonable and appropriate in the circumstances,nothing has come to our notice that has causedus to believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain any materialmisstatement.
v. The dividend has not been declared or paid during theyear by the Company. Hence, compliance of the Section123 of the Act is not applicable.
(h) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid by theCompany to its directors during the current year is inaccordance with the provisions of Section 197 of the Act.The remuneration paid to any director is not in excessof the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other detailsunder Section 197(16) of the Act which are required to becommented upon by us.
(i) Based on our examination which included test checks, thecompany has used an accounting software for maintainingits books of account which has a feature of recording audittrail (edit log) facility and the same has operated throughoutthe year for all relevant transactions recorded in the software.Further, during the course of our audit we did not come acrossany instance of audit trail feature being tampered with.
For Keyur Shah & Associates.
Chartered AccountantsFirm's Registration No.: 333288W
Akhlaq Ahmad Mutvalli
Partner
Membership No.: 181329UDIN - 25181329BMHBSP3667
Place: AhmedabadDate: 17th May, 2025