We have audited the financial statements of Sobhaygya
Mercantile Limited ("the Company"), which comprise the
Balance Sheet as at 31 March 2025, and the Statement of
Profit and Loss (including other comprehensive income),
the Statement of Changes in Equity and the Cash Flow
Statement for the year then ended, and notes to the
financial statements, including a summary of the
significant accounting policies and other explanatory
information (herein after referred to as "financial
statements").
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (the 'Act') in the manner so required
and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and
its profit, total comprehensive income and changes in
equity and its cash flows for the year ended 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
Act. Our responsibilities under those SAs are further
described in the Auditor's Responsibilities for the Audit of
the financial Statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are
relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current year. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and
Auditor's Report Thereon
The Company's management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's annual
report, but does not include the financial statements and our
auditors' report thereon.
Our opinion on the financial statements does not cover 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 other information identified
above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to communicate the matter to those charged
with governance and describe actions applicable under the
applicable laws and regulations.
Management's Responsibility for the Financial
Statements
The Company's management and Board of Directors are
responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation of these financial
statements that give a true and fair view of the state of
affairs, profit including other comprehensive income,
cash flows and changes in equity of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with [the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and the design,
implementation and maintenance of adequate internal
financial controls, that were 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 view and are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is
responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for
overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting 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
override of internal control.
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstance. Under Section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related
disclosures made by the Board of Directors in the financial
results.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as
a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in
our auditor's report to the related disclosures in the
financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the
key audit matters. We describe these matters in our
Auditors' Report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order,
2020 ("the Order") issued by the Central Government in
terms of Section 143 (11) of the Act, we give in the
"Annexure 1" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. A) 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 our knowledge and
belief 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 it appears from
our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the
books of account;
d) In our opinion, the aforesaid financial statements comply
with the Indian Accounting Standards specified under
Section 133 of the Act, read with 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 on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being 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 the Company with
reference to these financial statements and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure-2" to this report;
B) With respect to the other matters to be included in the
Auditors' Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:
i. The Company has disclosed the impact of pending
litigations as at 31 March 2025 on its financial position in
its financial statements;
ii. The Company has made provision, as required under the
applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts;
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection Fund
by the Company.
iv. (a) The respective management of the Company, to the
best of its knowledge and belief, as disclosed in the Note
51 to the financial statements, no funds other than as
disclosed in the notes to the accounts have been advanced
or loaned or invested by the Company to or in any other
person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other
persons or entities 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 Ultimate Beneficiaries;
(b) The respective management of the Company, to the best
of its knowledge and belief, as disclosed in the Note 51 to
the financial statements that no funds other as disclosed
in the notes to the accounts have 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, whether, directly or indirectly,
lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on our audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing
has come to our notice that can cause us to believe that
the representations under sub-clause (a) and (b) contain
any material misstatement.
v. In our opinion, based on information and explanation
provided to us dividend neither declared nor paid during
the year by the Company is in compliance with section 123
of the Companies Act 2013.
vi. The reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 is applicable from 01st April,
2023. Based on our examination which included test
checks, the Company has used an accounting software for
maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions
recorded in the software systems. Further, during the
course of our audit we did not come across any instance
of the audit trail feature being tampered with, and the
audit trail has been preserved by the Company as per the
statutory requirements for record retention.
5) With respect to the matter to be included in the Auditor's
Report under Section 197(16) of the Act:
In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director by the Company is
not in excess of the limit laid down under Section 197 of
the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us.
For Joshi & Shah
Chartered Accountants
Firm Registration No. - 144627W
Sd/-
Jaydip Joshi
Partner
Membership No. 170300
UDIN: 25170300BMKVFM9297
Place: Mumbai
Date: 16th May, 2025
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