We have audited the accompanying Standalone financial statements of IND-AGIV Commerce Limited ("the
Company"), which comprise the balance sheet as at March 31, 2025, the statement of profit and loss, and the
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, except for the possible
effects of the matters described in the Basis for Qualified Opinion section of our report, 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 principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and its Loss and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. The Company's recorded turnover at Bangalore branch comprises of retail / exhibition sales, over which we rely
on management for internal control for the purpose of our audit. There were no other satisfactory audit
procedures that we could adopt to satisfy ourselves that the recorded turnover was free from material
misstatements. However, management has assured us that there is no material misstatement.
2. Management has stated the inventories at cost. We are informed that the net realizable value of the inventory
is lower than the cost. In the absence of any alternative audit procedures to obtain sufficient & appropriate
audit evidence in relation to valuation of material held in stock or at sites, we are unable to comment of the
impact on the financials.
3. The Company's Cash-in-hand as on the Financial Year ended 31-03-2025 is Rs. 16,92,218/- is not counted by us
and the same is taken correct as per the certificate of the management of the company.
4. Loans & advances, S. Debtors, S. Creditors and other receivables & Payable all are subject to the confirmation.
The company has not made any provisions for bad and Doubtful debts.
5. During the course of audit the company has accepted Un-Secured Loans from Related Parties - key managerial
person, from Company and Others a sum of Rs. 12,45,32,187/- (refer Sch. 14 of balance sheet) while accepting
loans/deposits from Public, the company has not complied with the provisions of section 2(31) of the Companies
Act, 2013.
6. The Company had impaired amount of Rs. 18,85,843 receivables as EMD/Security deposits from its Debtors
during the Financial Year 2021-2022. The Company has not been able to recover impaired amount during the
Financial Year 2024-2025.
7. The Company had impaired amount of Rs. 25,65,455 receivables as Loans and Advances during the Financial
Year 2021-2022. The Company has not been able to recover impaired amount during the Financial Year 2024¬
2025.
8. Company has defaulted in repayment of working capital loan from NBFC (refer Sch. 16 of balance sheet) for
which detailed reporting can be found in Annexure ‘"A" to the Independent Auditor's Report in clause xi(a).
9. According to the Information and Explanation given to us, the company has not established its financial control
over financial reporting on criteria based on or considering the essential components of internal control stated
in the Guidelines, Notes on Audit of Internal Financial Controls over Financial Reporting issued by the Institute
of Chartered Accountants of India.
We conducted our audit 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 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.
Material Uncertainty Related To Going Concern
We draw attention to Note 2.1 and 2.2 of the Notes forming part of the Standalone Financial Statements, which
indicates that the Company has accumulated losses and its net worth, has been fully eroded, the Company has
incurred a net loss during the current and previous years and, the Company's current liabilities exceeded its current
assets as at the balance sheet date. These conditions, along with other matters set forth as per the above mentioned
note number- indicate the existence of a material uncertainty that may cast significant doubt about the Company's
ability to continue as a going concern. However, the financial statements of the Company have been prepared on a
going concern basis for the reasons stated in the said Note.
Our opinion is not qualified in respect of this matter and those changed with governance.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended 31st March, 2025. 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. In addition to the matters described in the basis for qualified
opinion and material uncertainty relating to going concern paragraph we have determined the following matters to
communicate in our audit report:
1. We are not able to obtain sufficient and appropriate audit evidence to provide a basis for our Audit Opinion as
to whether Verification of Assets conducted by the management and the method of verification as well as
frequency of verification was reasonable.
2. In the absence of sufficient appropriate audit evidence to corroborate the management's assertions regarding
existence, ownership and valuation of inventories it is not possible for us to examine
(i) that all recorded Inventories exist at the year-end;
(ii) that all inventories owned by the company are recorded and that all recorded inventories are owned by the
company;
(iii) That the condition of inventories is recognized in their valuation.
3. In the absence of sufficient appropriate audit evidence to corroborate the management's assertions it is not
possible for us to examine that the stated basis of valuation of loans & advance debtors and other receivables
is appropriate and properly applied, and that the recoverability of loans & advances, debtors, other receivables
is recognized in their valuation.
4. We are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the
company had adequate internal financial controls over financial reporting and whether such internal financial
controls were operating effectively as at 31st March, 2025.
Other Matter
Complaints have been filed by the Director Mr. Lalit Chouhan on behalf of the Company under Sections 406, 409, 415,
418, 420, 463-471, 34 and other cognizable provisions of the Indian Penal Code, 1860 read with the Bharatiya Nyaya
Sanita, 2023 against Mr. Navneet Singh Gogia, Yogesh Thakker, Jessica Navneet Gogia, Ghulam Mohammed Shah,
Mangesh Labade, Mrs Simran Gogia, and M/s. Red Fort Financial Capital Services Ltd. and associates for conspiracy,
criminal breach of trust, cheating, forgery, and embezzlement, resulting in wrongful loss to Ind-Agiv Commerce Ltd.
and corresponding unlawful gain to the accused.
Our opinion is not qualified in respect of this matter.
Other Information
The Company's Board of Directors are responsible for the other information. The other information comprises the
information included in the Company's Board of Director'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 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 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 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 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 read with the Companies (Accounting
Standards) Rules, 2021. 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, the management and the Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
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, but not for the purpose of expressing an opinion on the adequacy and operating
effectiveness of the company's internal 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 the management and Board of Directors 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 audi tor'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 misstatement 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 misstatement 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 Act, 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:
Except for the matters discussed above in the Basis for Qualified Opinion section, Key Audit Matters section and
Material uncertainty related to going concern section; and for the possible effects of the matters so described in
the section mentioned above;
(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 statement of cash flows 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 the Companies (Accounting Standards) Rules, 2021;
(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 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
other operating effectiveness of such controls refer to our separate Report in "Annexure B" to this report;
(g) 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:
• Except for the matters discussed above in the Basis for Qualified Opinion section, Key Audit Matters
section and Material uncertainty related to going concern section; and for the possible effects of the
matters so described in the section mentioned above:
i. The Company have following litigations which would impact its financial position.
• The Recovery suit has been filed by RED FORT CAPITAL FINANCE COMPANY PRIVATE LTD account
declares NPA for two facility agreement for Rs. 7,77,53,788 (demanding unwanted penal interest and
Charges) Presently Court has directed for arbitration and matter is pending.
• In respect to above company also filed a Police compliant against Mr. Naveneet Singh Gogia and others
as mentioned in the Other Matter Section of Independent Auditor's Report.
ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.
iii. There were no amounts which were 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 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 persons or entities, 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 ("Ultimate Beneficiaries") by or on behalf of the Company, or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries. (this option to be used when the Company has not
funded in the capacity of a Funding Party)
(b) The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, 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. (this option to be used when the Company has not received funds in the
capacity of intermediary)
(c) Based on 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) contain any material misstatement.
v. The Company has neither declared nor paid any dividend during the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023, and accordingly, to report under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014, we were unable to find sufficient and appropriate audit evidence and were not
able to perform alternate audit procedures to determine whether the audit trail has been tampered and
working throughout the financial year ended March 31, 2025.
For M/s. H. G. Sarvaiya & Co.
Chartered Accountants
Firm's Registration No. 115705W
Sd/-
Date: 30th May 2025 Prop. Hasmukhbhai G. Sarvaiya
Place: Mumbai Chartered Accountant
UDIN: 25045038BMGPYT4196 M.Ship No: 045038
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