We have audited the accompanying financial statements of Madhav Infra Projects Limited ("the Company"),
which comprise the balance sheet as at 31st March 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity, statement of cash flows for the year then ended
and notes to the financial statements, 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 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 31st March, 2025, its profit and total comprehensive income, 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 Companies Act, 2013. 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 independence requirements that are relevant to our audit of the financial statements under
the provisions of the Companies Act, 2013 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.
Emphasis of Matter
We refer to note 52 of standalone accompanying result, detailing the Scheme of Arrangement and its effect
in this standalone accompanying result. The Board of Directors of the Company had at their meeting held on
13th August, 2022 inter alia approved the Scheme of Arrangement in nature of Amalgamation of RB Real
Estate Private Limited, Madhav Urja Private Limited, Madhav Heights Private Limited ('the Transferor
Company') with Madhav Infra Projects Limited ('the Transferee Company') and their respective shareholders
('the Scheme') with effect from the appointed date i.e. 1st April, 2021 has been sanctioned by the Hon'ble
National Company Law Tribunal, Ahmedabad Bench ('NCLT') vide its order dated 6th July, 2023. The Scheme
has become effective upon filing of the certified copy of order of the NCLT, sanctioning the Scheme with
Registrar of Companies, Gujarat at Ahmedabad by way of filing required e-forms with Ministry of Corporate
Affairs' portal within one month. Basis the Order of NCLT approving the Scheme, these standalone financial
result for the year ended March 31, 2023, are prepared and presented after giving effect to the Scheme.
Our opinion is not modified in respect of the above matters.
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of these standalone financial statements of the current period. We have determined that there are no
key audit matters to be communicated in our report.
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. The other
information comprises the information included in the, Board's Report including annexures to Board's Report
but does not include the financial statements and our auditor's 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 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, 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 and Those Charged with Governance for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view
of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the accounting Standards specified under Section
133 of the Act. 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;
That 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
scepticism 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.
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 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, 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, and 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,
(e) On the basis of the written representations received from the directors as on 31st March, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
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";
(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; and
(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, 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. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
iv.
i. The Management has represented that , to the best of it's knowledge and belief, as disclosed
in note no. 55(v) to the accounts , 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 that , to the best of it's knowledge and belief, as disclosed
iii. in note no. 55(vi) to the accounts, that 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
iv. Based on such 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) contain any material mis¬
statement.
v. Based on our examination, which includes test checks, the company has used accounting
software for maintaining its books of accounts for the financial year ended 31st March, 2025
which has a feature of recording audit trails (edit log) facility and the same has been operated
throughout the year for all the 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.
v.There is no dividend declared or paid during the year by the Company and hence provisions
of section 123 of the companies Act, 2013 are not applicable.
FOR SHAH & KADAM
Chartered Accountants
FRN.: 117413W
UDIN: 25107121BMJJOX3072 CA KALPESH B SHAH
PLACE: Vadodara PARTNER
DATE: 01/05/2025 MEMBERSHIP NO.: 107121
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