We have audited the accompanying standalone financial statements of Onelife Capital Advisors Limited ("the
Company"), which comprises of Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the
year then ended, and notes to the financial statements, including a summary of material accounting policies and
other explanatory information (hereinafter referred as "Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone 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 Indian accounting standards prescribed
under section 133 of the act, ("Ind AS") and other 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, changes in equity
and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing
("SAs") 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 standalone 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 standalone financial statements under the provisions of the act and the rules made 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
audit opinion on the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of
the 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 the matters described below to be the key audit
matters to be communicated in our report.
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Sr. No
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Key Audit Matters
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Auditors response
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1
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Evaluation of Provision and Contingent Liabilities
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As at the Balance Sheet date, the Company has
significant open litigation and other contingent
liabilities as disclosed in Note No. 29 to the
Standalone Financial Statements. The
assessment of the existence of the present
legal or constructive obligation, analysis of the
probability or possibility of the related
payment require the management to make
judgement and estimate in relation to the
issues of each matter.
The management with the help of opinion and
advise of its experts have made such
judgements and estimates relating to the
likelihood of an obligation arising and whether
there is a need to recognize a provision or
disclose a contingent liability.
Due to the level of judgment relating to
recognition, valuation and presentation of
provision and contingent liabilities, this is
considered to be a key audit matter.
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We have reviewed and held discussion with the
management to understand their processes to
identify new possible obligations and changes in
existing obligations for compliance with the
requirements of Ind AS 37 on Provisions,
Contingent Liabilities and Contingent Assets.
We have also discussed with the management
significant changes from prior periods and
obtained a detailed understanding of these items
and assumptions applied. We have held meetings
with the legal personnel responsible for handling
legal matters.
In addition, we have reviewed:
- The details of the proceedings before the
relevant authorities including
communication from the advocates/ experts;
Legal advises/opinions obtained by the
management, if any from experts in the field of
law on the legal cases;
Status of each of the material matters as on the
date of the balance sheet.
We have assessed the appropriateness of
provisioning based on assumptions made by the
management and presentation of the significant
contingent liabilities in the financial statements.
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2
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Assessment of carrying value of equity investments in subsidiaries
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As disclosed in Note No.6 of the standalone
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Our audit procedures included the following:
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financial statements, the Company has
investments in various subsidiaries of Rs. 9807.7!
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• Assessed that the methodology used by
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lacs. As on reporting date, Rs. 3800.00 of
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management to estimate the recoverable value of
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subsidiaries has accumulated losses resulting in
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each investment in subsidiary is consistent with Ind
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erosion of its Net worth (negative Net worth of R
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AS.
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2687.52 Lacs)
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• Compared the carrying values of the
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The Management carried out impairment
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Company's investment in subsidiaries with their
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assessment for each investment by:
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respective net asset values (based on the respective
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Comparing the carrying value of each investmen
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subsidiaries audited financial statements), realizable
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with the net worth of each company based on
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value and discussions with management about their
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audited financials.
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performance and future outlook.
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Comparing the performance of the investee
companies with projections used for valuations
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• Evaluating the methodology used by the
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and approved business plans.
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Company in projections used variations, in particula
those relating to the cash flows. We also assessed tl
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The accounting for investment is a key audit
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historical accuracy of management's estimates and
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matter as the impairment assessment and
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evaluated the business plans incorporated in the
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determination of the recoverable value involves
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projections, if any.
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significant management judgment and
assumptions.
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• We read and assessed the presentation and
disclosure in the standalone financial statements.
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Information Other than the Standalone Financial Statements and Auditor's report thereon
The Company's Board of Directors is responsible for the preparation of other information. The Other
information comprises the information included in the Management Discussion and Analysis, Board's Report
including Annexures to the Board report, Business responsibility & Sustainability Report, Corporate Governance
report and Shareholder's information, but does not include the consolidated financial statements, Standalone
Financial Statements and our auditor's report thereon.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone 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 Board of Directors for the Standalone 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 standalone financial statements that give a true and fair view of the financial
position, financial performance (including other comprehensive income), changes in equity 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 standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the 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 Director's is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements 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
standalone 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 standalone 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 control system with
reference to standalone 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 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 entity'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 standalone 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 entity to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the standalone 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 standalone financial statements that individually or in
aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone
financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i)
planning the scope pf our audit work and in evaluating the results of our work and (ii) To evaluate the effect of
any identified misstatements in the standalone 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 standalone financial statements of the current year 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 consequence of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Matters
i) The standalone financial statements of the Company for the year ended 31st March, 2024 were audited
by the predecessor auditor, N R Tibrewala & Co LLP, who have expressed a qualified opinion on those
standalone financial statements vide their audit report dated 3rd June, 2024.
ii) The company has acquired an investment in an unlisted companies from Related Party, for total
consideration of Rs. 2500 lacs against which the payment has been made via cheque dated 31st March
2025. However, as of the date of this report, the cheque has not been deposited or presented for clearing
by the counterparty. While the transaction has been recorded in the books of Account, the realization of
funds by the subsidiary remain pending.
iii) The Company has acquired a 24.56% shareholding in Continental Controls Limited on 06 March 2024,
and the share transfer process was completed on 17 December 2024. The Investment has been classified
as an Investment in an Associate, and the Company will assess its financial impact in accordance with Ind
AS 28 (Investment in Associates and Joint Ventures).
iv) The Company has an outstanding liability of Rs.25.80 Lakhs payable pertaining to previous years
towards Goods and Services Tax as on March 31, 2025 which has been disputed by the Company with GST
appellate authority whose decision is awaited. In absence of the outcome of such appeal, we are unable to
comment on the consequential impact due to disallowance of unclaimed and/or ineligible Input Tax Credit
and levy of applicable interest and penalty, if any, on the financial statements for the year ended March 31,
2025
Report on Other Legal and Regulatory Requirements
1. Pursuant to 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 paragraphs 3 and 4 of the Order.
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 accounts as required by law have been kept by the Company so far as it
appears from our examination of those books and records.
(c) The Balance sheet, the Statement of Profit & Loss {including other comprehensive income), Statement
of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies {Account) Rules, 2014.
(e) On the basis of the written representation received from the directors as on March 31, 2025 taken on
records by the Board of Directors, none of the directors are 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 with reference to Standalone Financial
Statements of the Company and the operating effectiveness of such controls, refer to our separate Report
in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness
of the Company's internal financial controls with reference to Standalone Financial Statements.
(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 197of the Act.
(h) With respect to the matters to be included in the Auditor's report in accordance with the Rule 11 of the
Companies (Audit and Auditor) 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 Standalone
Financial Statements. Refer Note 29 to the Standalone Financial Statements.
ii. The Company has made provision as required under applicable law or accounting standards for material
foreseeable losses, if any. The Company did not have any long-term 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. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or 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 or entity, including foreign entity ("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 Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity ("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 the audit procedures 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.
v. The Company has not declared or paid any dividend during the year ended March 31, 2025 and hence
reporting compliance of Section 123 of the Act is not applicable
vi. Based on our examination, which included test checks, the Company has used accounting software
systems for maintaining its books of account for the financial year ended March 31, 2025 which have the
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.
For Rafik And Associates
Chartered Accountants
FRN No 146573W
Sd/-
Rafik Sejam Sheikh
Proprietor
Membership No 182278
UDIN: 25182278BMGYLB1912
Date:- 29th May, 2025
Place:- Mumbai
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