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J. M. Ray & Co. Chartered Accountants |
Amir Ram Super Market, 31st
Floor, 45-55/1, Sri Sachin Road, Balaji, Mumbai –400 001 |
INDEPENDENT AUDITORS’ REPORT
To,
The members of
STABNET LIMITED
Report on the Financial Statements
We have audited the accompanying financial
statements of STABNET LIMITED (“the Company”), which comprise the Balance
Sheet as at 30th November’2025, the Statement of Profit and Loss and
the Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information (herein after
referred to as “financial statements”).
Management’s
Responsibility 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 in accordance
with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act read with rule 7 of companies
(Account) Rules 2014.
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 the
frauds and the 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.
Auditors’
Responsibility
1.
Our responsibility is to
express an opinion on these financial statements based on our audit.
2.
We have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder and the
Order under Section 143(11) of the Act.
3.
We conducted our audit of
the financial statements in accordance with the Standards on Auditing specified
under Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
4.
An audit involves
performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the
auditors’ judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial control
relevant to the Company’s preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates
made by the Company’s Directors, as well as evaluating the overall presentation
of the financial statements.
5.
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.
Opinion
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 30th November’2025, and its LOSS and its Cash Flows for the year ended on that date.
Emphasis
of matter
On November 30, 2025, National Company Tribunal
(NCLT) admitted the company under Corporate Insolvency Resolution Process
(CIRP) of Insolvency and Bankruptcy Code, 2016 after one of the financial
creditors of the company had filed the application. A Resolution Professional
was appointed to manage the company as a going concern and facilitate a
resolution. Considering the events occurring after the balance sheet date, we
would draw your attention to the Note 30
to standalone Financial Statements.
Report on
Other Legal and Regulatory Requirements
1.
As required by
the Companies (Auditor’s Report) Order, 2026 (“The Order’) issued by the
Central Government of India in terms of Sub-section (11) of Section 143 of the
Act, we give in “Annexure A” a statement on the matters specified in paragraph
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 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 read with rule 7 of companies (Account) Rules 2014.
e.
The going concern matter
described under the Emphasis of Matter paragraph above, in our opinion , may
have an adverse effect on the functioning of the company.
f.
On the basis of the
written representations received from the directors as on 30th
November 2025 taken on record by the Board of Directors, none of the directors
is disqualified as on 30th November 2025 from being appointed as a
director in terms of Section 164(2) of the Act.
g.
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’. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial
controls over financial reporting.
h.
With respect to the other
matters to be included in the Auditors’ Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i.
The Company has pending litigations as at 30th November’2025 which
would impact its financial position. Refer point no. 7(c) of Annexure A to this
report.
ii.
The Company did not have any long-term contracts including derivative
contracts as at 30th November’2025.
iii.
There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company during the year ended 30th November’2025.
Place : Mumbai
Dated: The 19th
day of February’2025
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For, J. M. Ray & CO.
Chartered Accountants
(Lala
Babu)
PARTNER
Membership No.012345
FRN:58225A |
Annexure -
Report on the Internal Financial Controls Over
Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the
internal financial controls over financial reporting of STABNET LIMITED (The
Company) as of 30th November’2025 in conjunction with our audit of
the financial statement of the Company for the year ended on that date.
Management‘s Responsibility for Internal Financial Controls.
The Company’s
management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of Chartered Accountants of
India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business
including adherence to company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors’ Responsibility
1. Our responsibility is
to express an opinion of the Company’s Internal Financial controls over
financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI
deemed to be prescribed under section 143(10) of the Companies Act, 2013 to the
extent applicable to an audit of internal financial controls. Those standards
and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respect.
2. Our audit involves
performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating
effectiveness. Our audit of Internal financial controls over financial
reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the
auditors’ judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
3. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Company’s internal
financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purpose in accordance with
generally accepted accounting principles. A company’s internal financial
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company. (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles , and that receipts and expenditure of
the company are being made only in accordance with authorisations of management
and directors of the Company and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition , use or disposition
of the company’s assets that could have a material effect on the financial
statement.
Inherent Limitations of Internal Financial Controls Over Financial
Reporting
Because of the
inherent limitations of internal financial controls over financial reporting ,
including the possibility of collusion or improper management override of
controls , material misstatements due to error or fraud may occur and not be
detected, Also projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the
Internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, to the
best of our information and according to the explanations given to us, the
Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at 30th November’2025
based on the internal control over financial reporting criteria established by
the Company considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls our Financial
Reporting issued by the Institute of Chartered Accountants of India.
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