We have audited the accompanying financial statements of OMNI AXS SOFTWARE LIMITED, which comprise the
Balance Sheet as at 31st March, 2024, and the Statement of Profit and Loss (Including Other Comprehensive
Income) and Cash Flow Statement and the statement of Changes in Equity for the period ended, and a summary of
significant accounting policies and other explanatory information. (Hereinafter referred to as the “financial
statements”).
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 (“the Act”) in the manner so required and give a
true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss 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
ethical 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.
Key Audit Matters
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 period. 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.
There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.
The Company's Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures
to Board's Report, but does not include the financial statements and our auditor's report thereon. These reports are
expected to be made available to us after the date of our 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 identified
above when it becomes available 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.
When we read the other information included in the above reports, if we conclude that there is material misstatement
therein, we are required to communicate the matter to those charged with governance and determine the actions
under the applicable laws and regulations.
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 Act with respect to
the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the
Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Responsibility
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.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of section 143(11) of the Act, we give in “Annexure A”, a statement on the
matter specified in the paragraph 3 and 4 of the Order.
2. As required under provisions of section 143(3) of the Companies Act, 2013, we report that:
a. We have obtained all the information and explanations which to the best of our knowledge and
belief where 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 appears from our examination of those books;
c. The Balance Sheet and Statement of Profit and Loss including Other Comprehensive Income
Statement of Cash Flow and Statement of Changes of Equity dealt with this report are in
agreement with the books of account;
d. In our opinion, the aforesaid Financial Statement comply with the Accounting Standards specified
under Section 133 of Act, read with relevant rule issued thereunder.
e. On the basis of 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 and operating effectiveness of such controls, referred 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.
h. With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditor) Rules, 2014, in our opinion and to the best of our knowledge
and belief and according to the information and explanations given to us:
(a) The Company has disclosed the impact of pending litigations as at 31 March 2024 on its
financial position in its financial statements - Refer Note (vii) of Annexure - A to the financial
statements
(b) The Company did not have any long-term and derivative contracts as at March 31, 2024.
(c) There has been no delay in transferring amounts, required to be transferred, the Investor
Education and Protection Fund by the Company during the year ended March 31, 2024.
(d) The management has;
(i) represented that, to the best of its knowledge and belief as disclosed in the Note No.33 to
the financial statements, 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 to or on behalf of the Ultimate
Beneficiaries.
(ii) represented, that, to the best of its knowledge and belief as disclosed in the Note No. 34
to the financial statements, 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding
Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under subclause (d) (i) and (d) (ii) contain any material mis-statement.
(e) The company has not neither declared nor paid any dividend during the year under Section
123 of the Act.
(f) 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 with effect from April 1, 2023 to the Company and its subsidiaries, which are
companies incorporated in India, and accordingly, The Company has used accounting
software 'Tally Prime System' for maintaining its books of account which has a feature of
recording audit trail facility and the same has not been operated throughout the period for all
transactions recorded in the software and the hence we are unable to comment on audit trail
feature of the said software.
For B B Gusani & Associates
Chartered Accountants
Bhargav B Gusani
Place: Jamnagar Proprietor
Date: 30-05-2024 M. No. 120710
FRN: 140785W
UDIN: 24120710BJZWDE4408
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