Boat Unlisted Shares

Annual Report Summary

BSR & Co. LLP, Chartered Accountants, performed an independent audit of the standalone financial statements of Imagine Marketing Private Limited ("the Company"). The audit report, addressed to the Members of Imagine Marketing Private Limited, covers the standalone balance sheet as of 31 March 2021, the standalone statement of profit and loss, and the standalone statement of cash flows for the year then ended, along with notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

Opinion: The auditor’s opinion, based on the information and explanations provided, is that the standalone financial statements give a true and fair view, in conformity with accounting principles generally accepted in India, as required by the Companies Act, 2013 ("Act"). This view encompasses the state of affairs of the Company as at 31 March 2021, and its profit and cash flows for the year ended on that date.

Basis for Opinion: The audit was conducted in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act, ensuring independence from the Company and fulfillment of ethical responsibilities as per the Code of Ethics issued by the Institute of Chartered Accountants of India. The auditors believe the evidence obtained is sufficient and appropriate to support their opinion.

Other Information: The management and Board of Directors are responsible for the other information included in the Company's Annual Report, excluding the standalone financial statements and the auditor's report. The auditor's responsibility includes reading this other information to identify material inconsistencies with the financial statements or knowledge obtained during the audit, with no material misstatements reported.

Management's and Board of Directors' Responsibility: The Management and Board of Directors are responsible for preparing the standalone financial statements in accordance with section 134(5) of the Act and the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This includes maintaining adequate accounting records, safeguarding assets, preventing and detecting fraud, selecting and applying appropriate accounting policies, making reasonable judgments and estimates, and designing, implementing, and maintaining adequate internal financial controls. The Management and Board of Directors are also responsible for assessing the Company's ability to continue as a going concern, disclosing related matters, and overseeing the Company's financial reporting process.

Auditor's Responsibilities: The auditor's objectives are to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes their opinion. This involves exercising professional judgment, maintaining professional skepticism, identifying and assessing risks of material misstatement, obtaining an understanding of internal control relevant to the audit, evaluating the appropriateness of accounting policies, and evaluating the overall presentation, structure, and content of the financial statements.

Report on Other Legal and Regulatory Requirements:

• Companies (Auditor's Report) Order, 2016 (“the Order"): Annexure A provides a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
• Section 143(3) of the Act:
  • The auditor obtained all necessary information and explanations.
  • Proper books of account as required by law have been kept by the Company.
  • The standalone financial statements agree with the books of account.
  • The standalone financial statements comply with the Accounting Standards specified under section 133 of the Act.
  • Based on written representations, none of the directors are disqualified as on 31 March 2021.
  • Annexure B contains a separate report on the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls.
• Regarding other matters as per Rule 11 of the Companies (Audit and Auditors) Rules, 2014:
  • The Company does not have pending litigations impacting its financial position.
  • The Company does not have long-term contracts including derivative contracts with material foreseeable losses.
  • No amounts were required to be transferred to the Investor Education and Protection Fund by the Company.
  • Disclosures regarding holdings and dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2021.
• Regarding matters under section 197(16), the provisions of Section 197 of the Act are not applicable to the Company as it is a private company.

Annexure A:

• The Company has maintained proper records of fixed assets and conducts annual physical verification, with no material discrepancies noted.
• The Company does not have any immovable properties.
• Inventory, except goods in transit, has been physically verified by the management at reasonable intervals, with immaterial discrepancies properly dealt with.
• The Company has not granted any loans to parties covered under Section 189 of the Companies Act, 2013.
• The Company has complied with Section 186 of the Act for the investment made during the year.
• The Company has not accepted any deposits from the public.
• The Central Government has not prescribed the maintenance of cost records for products sold by the Company.
• The Company has regularly deposited undisputed statutory dues.
• The Company has not defaulted in repayment of dues to banks, financial institutions, or debenture holders, and did not have any outstanding dues to the government.
• The Company has not raised any money via initial public offer or further public offer, and has not obtained any term loans with a repayment period beyond 36 months.
• No instances of material fraud by or on the Company have been reported.
• The provisions of Section 197 read with Schedule V of the Act are not applicable to the Company.
• The Company is not a Nidhi company.
• The Company has entered into transactions with related parties in compliance with the provisions of Sections 188 of the Act.
• The Company has made a private placement of preference shares, complying with section 42 of the Act and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
• The Company has not entered into non-cash transactions with directors or persons connected with them.
• The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

Annexure B:

• The Company has adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2021. This is based on the 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.

Standalone Balance Sheet (as at 31 March 2021):

Equity and Liabilities:

• Shareholder's funds: ₹4,663,008,683 (31 March 2020: ₹878,004,544)
• Non-current liabilities: ₹2,021,890 (31 March 2020: ₹793,328)
• Current liabilities: ₹2,038,944,244 (31 March 2020: ₹998,414,599)
• Total: ₹6,703,974,817 (31 March 2020: ₹1,877,212,471)

Assets:

• Non-current assets: ₹128,852,139 (31 March 2020: ₹124,317,319)
• Current assets: ₹6,575,122,678 (31 March 2020: ₹1,752,895,152)
• Total: ₹6,703,974,817 (31 March 2020: ₹1,877,212,471)

Standalone Statement of Profit and Loss (for the year ended 31 March 2021):

• Total revenue: ₹15,312,698,770 (31 March 2020: ₹7,041,298,105)
• Total expenses: ₹14,207,752,132 (31 March 2020: ₹6,375,676,085)
• Profit before tax: ₹1,104,946,638 (31 March 2020: ₹665,622,020)
• Total tax expense: ₹325,672,082 (31 March 2020: ₹170,394,653)
• Profit for the year: ₹779,274,556 (31 March 2020: ₹495,227,367)

Earnings per Equity Share:

• Basic: ₹15,739 (31 March 2020: ₹9,905)
• Diluted: ₹13,361 (31 March 2020: ₹8,982)

Cash Flows:

• Net cash flows from operating activities: ₹(1,388,220,258) (31 March 2020: ₹8,153,641)
• Net cash flow (used in) investing activities: ₹(66,554,137) (31 March 2020: ₹(71,515,062))
• Net cash flow generated from financing activities: ₹2,825,543,634 (31 March 2020: ₹136,298,295)

The report also includes notes to the financial statements which include details on the company's accounting policies, share capital, reserves and surplus, long term borrowings, short term borrowings, trade payables, other current liabilities, short term provisions, property plant and equipment, non current investments, long-term loans and advances, inventories, trade receivables, cash and bank balances, short-term loans and advances, other current assets, revenue from operations, other income, purchase of stock-in-trade, increase or decrease in inventories of stock, employee benefit expenses, finance costs, other expenses, value of import calculated on CIF basis, deferred tax asset, earnings per share, related party disclosures, contingent liabilities and commitments, corporate social responsibility, unhedged foreign currency exposure and others.