Auditor Report of Rachana Infrastructure Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of Rachana Infrastructure Limited (''''the
Company''''), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss
for the year ended on 31 March, 2025, Cash Flow Statement and notes to the financial statements for
the year ended on March 31, 2025, including a summary of significant accounting policies and other
explanatory information.

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 (''Act'') in the
manner so required and give a true and fair view in conformity with the Accounting Standards
prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021,
as amended, ("AS") and accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit 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), as specified under Sec
143(10) of the Act. Our responsibilities under those Standards 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 ICAI''s Code of Ethics.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for
our opinion on the Financial Statements.

Key Audit Matter

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.

We have determined the matters described below to be the key audit matters to be communicated in
our report.

Key Audit Matters

Auditor''s Response

Revenue recognition - Work in Progress using the

Principal Audit Procedures Performed included the

percentage completion method for fixed priced
contracts

following:

Fixed price construction revenue is recognized using a
percentage of completion method when the pattern of
benefits from construction activity rendered to the
Departments/Customer and the Company''s costs to
fulfil the contract is not evenly spread across the
period of contract because the construction contracts
are absolutely discrete in nature. Revenue from such

Our audit procedures related to Work in Progress
included the following, among others:

types of contracts is recognized based on percentage-

• We tested the effectiveness of controls relating to

of-completion method.

(1) recording of costs incurred and estimation of
costs required to complete the remaining contract
performance obligations and (2) estimation for

Use of the percentage-of-completion method requires
the Company to determine the actual costs expended
to date as a proportion of the estimated total costs to
be incurred for allotted contract. The estimation of

expected profitability. • We selected a sample of
fixed price contract measured by using percentage-
of-completion method and performed the following:

total costs involves significant judgement and is
assessed throughout the period of the contract to

- Evaluated management''s ability to reasonably

reflect any changes based on the latest available

estimate the progress towards satisfying the

information including price escalation and extra work

performance obligation by comparing actual Costs

required as per customer.

incurred for performance obligations that have been
fulfilled.

We identified the estimate of total costs to complete
fixed price contracts measured using the percentage

- Compared costs incurred with Company''s

completion method as a key audit matter as the

estimate of costs incurred till date to identify

estimation of total costs involves significant judgement

significant variations and evaluate whether those

and is assessed throughout the period of the contract

variations have been considered appropriately in

to reflect any changes based on the latest available

estimating the remaining costs to complete the

information. This estimate has an inherent uncertainty
and requires consideration of expected profitability,
Costs incurred till date and estimates of costs required
to complete the remaining contract performance
obligations over the term of the contracts. This

contract.

required a high degree of auditor judgment in
evaluating the audit evidence and a higher extent of
audit effort to evaluate the reasonableness of the total
estimated amount of revenue recognized on fixed-
price contracts.

- Tested the estimates for consistency based on the
past years and inquired the possible delays in
achieving the completion which require changes in
estimated costs to complete the remaining
performance obligations.

Refer Note 25 to the Financial Statements

Company has to comply with the various contract
requirements including supply/fitting/usage of required
quality of material and peripherals as per
specifications. There is formal document for standard
operation procedures for selection of vendors and sub¬
contractors for ensuring requirement of contracts.

Our audit procedures based on which we arrived at
the conclusion regarding reasonableness of
selection including the followings:

We understood and performed inquiry with the
management on the selection process of vendors
and sub-contractors and its effectiveness to ensure
that management''s selection is in line with the
contract requirements.

Company does not have a formalized and

Documented process i.e. SOP with scope of physical
verification in place for conducting periodic physical
verification of its fixed assets which are recorded in
the Fixed Asset Register (FAR). Further, there is no
evidence of physical verification presented before us.

Since the Company''s operations, which involve
widespread deployment of movable and immovable
fixed assets across multiple project sites threats like
unidentified losses, theft, inefficient utilization,
misstatement of recording in the FAR etc are always
present.

Our audit procedures based on which we arrived at
the conclusion regarding reasonableness of
maintenance of FAR including the followings:

We tested and inquired for the new additions during
the year in the fixed assets, physical position of the
said asset and recording in the FAR has been
verified to identify the risks associated with keeping
of FAR and based on our test check, no discrepancy
have been observed.

Emphasis of matter:

Attention is invited to Note No. 11 to the financial statement regarding Rs. 9,50,00,000/- (Rupees Nine
Crore Fifty Lakhs only) advanced during the FY 2022-23 to an individual for the purpose of carrying
joint venture business of acquisition of land for construction and development of residential and
commercial properties on agreed terms. Subsequent to advancing the money there is no further
progress as regards the commencement of business operations. During the current financial year,
amount of Rs. 7,00,00,000/- has been recovered and as per the management representation,
continuous efforts are being made for the recovery of the pending amount along with the interest
thereon at the earliest.

Our opinion is not modified in this regard.

Information other than the financial statements and auditors'' report thereon

The Company''s 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. The Other Information is expected to be made available
to us after the date of this auditor''s report.

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 and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this
auditor''s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard as the other information has not
been made available as at the date of the auditor''s report.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company''s Board of Directors is responsible for the matters stated in Sec 134(5) of the Companies
Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of
the financial position, financial performance including cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards (AS) specified
under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 as amended.
This responsibility also includes the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the company and preventing and detecting
the frauds and other irregularities, selection and application of appropriate accounting policies, making
judgements and estimates that are reasonable and prudent and design, implementation and
maintenance of internal financial control 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 is 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 circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system 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 management.

• 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.

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
financial statements 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 any identified misstatements in the financial statements.

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 financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor''s 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 (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of subsection (11) of Section 143 of the Companies Act,
2013, we give in the
"Annexure-A", a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

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 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 as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including the Statement of, the Cash
Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules,
2021, as amended to the extent applicable.

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 and the operating effectiveness of such controls, refer to our separate
report in
"Annexure B" to this report. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Company''s internal financial controls
over financial reporting.

g. With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements 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, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our
opinion and to the best of our information and according to the explanations given to us:

1) The Company has disclosed the impact of pending litigations on its financial position
in its financial statements.

2) The company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

3) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

4) (i) The management has represented to us that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) 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;

(ii) The management has represented to us that, to the best of its knowledge and belief, no funds
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; and

(iii) Based on the audit procedures conducted that have been considered reasonable and appropriate
in the circumstances, nothing has come to our attention that has caused us to believe that the
representation under sub clause (i) and (ii) of Rule 11 (e) as provided under paragraph (2) (h) (4) (i)
& (ii) above, contain any material misstatement.

5) The Company has not proposed/declared/paid any dividend during the year. Hence,
reporting of the compliance under Section 123 of the Act is not applicable.

6) 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. Further, during the course of
our audit we did not come across any instance of audit trail feature being tampered
with.

Additionally, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.

For, B J Patel & J L Shah
Chartered Accountants
FRN: 104148W

Place: Ahmedabad
Date: 29th May 2025

CA Darshan B Patel (Partner)

M.No.-108350

UDIN: 25108350BMJOZL1240


Mar 31, 2024

Rachana Infrastructure Limited,

Ahmedabad.

Report on the Financial Statements Opinion

We have audited the accompanying Financial Statements of Rachana Infrastructure Limited ("the Company"), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, the Cash Flow Statement and notes to the financial statements for the year ended on March 31, 2024, including a summary of significant accounting policies and other explanatory information.

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, as amended (''the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021, as amended, ("AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards 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 (ICAI) 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to be communicated in our report Emphasis of matter:

Attention is invited to Note No. 09 to the financial statement regarding Rs. 9,50,00,000/- (Rupees Nine Crore Fifty Lakhs only) advanced during the previous accounting year to an individual for the purpose of carrying joint venture business of acquisition of land for construction and development of residential and commercial properties on agreed terms. Subsequent to advancing the money there is no further progress in this regard.

Our opinion is not modified in this regard.

Information other than Financial Statements and Auditor''s Report thereon:

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s Report including annexures, Corporate Governance and information for Shareholders, 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 and, in doing so, consider whether such 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 report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Financial Statements

The Company''s Board of Directors is 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 financial position, financial performance, including cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (AS) specified under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 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 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.

Those 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 circumstances. 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 system 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 management.

• 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the financial statements

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 financial statements 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 any identified misstatements in the financial statements.

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditor''s 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 (Auditor''s Report) Order, 2020 ("the Order"), issued by the 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 paragraph 3 of the Order;

2. 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. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with throughout the year.

3. 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 except that we have been represented by the management that the Company is in process of complying with the requirement of maintaining server(s) physically located in India for back-up of books of account on a daily basis as required pursuant to amendment in Companies (Accounts) Rules, 2014 on August 5, 2022;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of, the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021, as amended to the extent applicable.

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 B” to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements 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, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 on its financial position in its financial statements.

ii. Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2024.

(a) The Management has represented that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) 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, 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 Management has represented, that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) 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, 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 the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement

(i) The Company has not proposed/declared/paid any dividend during the year. Hence, reporting the compliance with Section 123 of the Act is not applicable.

For, Ankit Chokshi & Co.,

(F.R. No: 121722W) (Chartered Accountants)

(Ankit Chokshi)

Place: Ahmedabad (M. No: 110303)

Date: 30.05.2024 Partner

(UDIN:24110303BKAAUE9185)


Mar 31, 2023

We have audited the accompanying Financial Statements of Rachana Infrastructure Limited (“the Company"), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss, the Cash Flow Statement and notes to the financial statements for the year ended on March 31, 2023, including a summary of significant accounting policies and other explanatory information.

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, as amended (''the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021, as amended, (“AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards 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 (ICAI) 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to be communicated in our report

Emphasis of matter:

Attention is invited to Note No. 09 to the financial statement regarding Rs. 9,50,00,000/- (Rupees Nine Crore Fifty Lakhs only) advanced during the year to an individual for the purpose of carrying joint venture business of acquisition of land for construction and development of residential and commercial properties on agreed terms. Subsequent to advancing the money there is no further progress in this regard.

Our opinion is not modified in this regard.

Information other than Financial Statements and Auditor''s Report thereon:

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s Report including annexures, Corporate Governance and information for Shareholders, 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 and, in doing so, consider whether such 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 report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Financial Statements

The Company''s Board of Directors is 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 financial position, financial performance, including cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (AS) specified under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 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 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.

Those 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 circumstances. 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 system 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 management.

• 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the financial statements

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 financial statements 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 any identified misstatements in the financial statements.

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditor''s 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 (Auditor''s Report) Order, 2020 (“the Order"), issued by the 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 paragraph 3 of the Order;

2. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. 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 except that we have been represented by the management that the Company is in process of complying with the requirement of maintaining server(s) physically located in India for back-up of books of account on a daily basis as required pursuant to amendment in Companies (Accounts) Rules, 2014 on August 5, 2022;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of, the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021, as amended to the extent applicable.

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements 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, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 on its financial position in its financial statements.

ii. Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2023.

(a) The Management has represented that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) 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, 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 Management has represented, that, to the best of it''s knowledge and belief, no funds (which are material either individually or in the aggregate) 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, 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 the audit procedures performed that have been considered reasonable and

appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement

(i) The Company has not proposed/declared/paid any dividend during the year. Hence, reporting the compliance with Section 123 of the Act is not applicable.

For, Ankit Chokshi & Co.,

(F.R. No: 121722W) (Chartered Accountants)

(Anish Jhaveri)

Place : Ahmedabad (M. No: 111556)

Date : 30.05.2023 Partner

(UDIN:23111556BGZZML1535)

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