We have audited the accompanying standalone financiastatements of Triton Valves Limited (the "Company")which comprise the Balance Sheet as at March 31, 2025and the Statement of Profit and Loss (including OtheiComprehensive Income), the Statement of Cash Flows ancthe Statement of Changes in Equity for the year ended orthat date, and notes to the financial statements, includinga summary of material accounting policies and otheiexplanatory information.
In our opinion and to the best of our information amaccording to the explanations given to us the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 (the "Act") inthe manner so required and give a true and fair viewin conformity with the Indian Accounting Standardsprescribed under section 133 of the Act, ("Ind AS") amother accounting principles generally accepted in India, othe state of affairs of the Company as at March 31, 2025and its profit, total comprehensive income, its cash flowsand the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing ("SA"s) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone FinancialStatements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India ("ICAI") together withthe ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Actand the Rules made thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key auditmatters to be communicated in our report.
Sr. No. Key Audit Matter
Auditor's Response
1 Impairment assessment of investments in, loans to and
Principal audit procedures performed:
interest receivable from subsidiaries:
• Evaluated the design, implementation and tested the
Investments in, loans to and interest receivable from
operating effectiveness of relevant internal controls
subsidiaries are accounted for at cost less impairment,
relating to impairment assessment of investment in,
where applicable, in the Company's standalone financial
loans to and interest receivable from subsidiaries.
statements.
• Evaluated the objectivity and independence of the
Investments and loans are tested for impairment, if
specialist engaged by the Company and reviewed the
impairment indicators exist. If such indicators exist,
valuation report issued by such specialist.
the recoverable amounts of the investments in, loans to
• Evaluated the reasonableness of key assumptions
and interest receivable from subsidiaries are estimated
relating to estimated revenue growth rates, Profit After
in order to determine the extent of the impairment loss,if any. Any such impairment loss is recognised in theStatement of Profit and Loss.
During the current year, based on identified impairmentindicators, management has carried out impairmentassessment by comparing the carrying value of theseinvestments in, loans to and interest receivable fromsubsidiaries to their recoverable amount to determinewhether an impairment was required to be recognized.
Tax (PAT) used in discounted cash flow projection.
For impairment testing, management determines
• We have used our valuation specialists to assess
recoverable amount, using discounted cash flow
overall reasonableness of the assumptions used
projections and accordingly the management has
particularly those relating to the weighted average
obtained enterprise value of the subsidiary companies
cost of capital and terminal growth rate and
from independent valuation experts for investments, loans
appropriateness of the valuation model used.
and interest receivable on loans from the subsidiaries.
• Performed sensitivity analysis on the key assumptions
We considered the assumptions relating to terminalgrowth rate, weighted average cost of capital, estimatedrevenue growth rate, and estimated operating marginsused in forecasted future cash flows prepared by themanagement for estimation of recoverable amount inrespect of investments, loans and interest receivable onsuch loans of ' 2,519.61 Lakhs in Triton Valves FuturetechPrivate Limited (wholly owned subsidiary) and loansof ' 3,305.36 Lakhs in Triton Valves Climatech PrivateLimited (wholly owned subsidiary) as a key audit matterdue to the significance of the investment, loan amountand interest receivable on such loans and the significantestimates and judgement involved in estimation of theseassumptions.
such as revenue growth rate, weighted average costof capital and terminal growth rate.
• Assessed the adequacy of the disclosures made inthe standalone financial statements.
• Evaluated past performances where relevant andassessed historical accuracy of the forecast producedby management.
l. Revenue neuuymuun - oui un
be made available to us after the date of this auditor'sreport.
• Our opinion on the standalone financial statements doesnot cover the other information and will not express anyform of assurance conclusion thereon.
• In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation identified above when it becomes availableand, in doing so, consider whether the other information
The Company's revenues as disclosed in note 23 to thestandalone financial statements, arising from sale ofproducts. The Company recognises revenues based onthe terms and conditions of transactions, which varywith different customers. For sales transactions in acertain period around balance sheet date, it is essentialto ensure whether the transfer of control of the goods bythe Company to the customer has occurred before thebalance sheet date or otherwise.
Considering that there are significant volume of salestransactions close to the year end, involving materialamounts and such revenue recognition is subjectto whether transfer of control to the customers hasoccurred before the balance sheet date or otherwise, weconsider the risk of revenue from sale of products beingrecognised in the incorrect period, a key audit matter.
• The Company's Board of Directors is responsible forthe other information. The other information comprisesthe information included in the Board's Report,Management Discussion and Analysis Report andCorporate Governance Report, but does not include theconsolidated financial statements, standalone financialstatements and our auditor's report thereon. TheBoard's Report, Management Discussion and AnalysisReport and Corporate Governance Report, is expected to
Ý We evaluated the design and implementation ofnternal controls over recognition of revenue in theappropriate period in accordance with the Company'saccounting policy, including the managements estimatesaround the average lead time taken to deliver the goodso various customer locations. On a sample basis, weested the operating effectiveness of the internal controlelating to determination of point in time at which thetransfer of control of the goods occurs.
Ý On sample basis, we performed test of details of salesrecorded close to the year-end through followingprocedures:
1. Analysed the terms and conditions of theunderlying contract with the customer, and
2. Verified evidence for transfer of control of thegoods prior to the balance sheet date or otherwisefrom relevant supporting documents.
is materially inconsistent with the standalone financialstatements or our knowledge obtained during thecourse of our audit or otherwise appears to be materiallymisstated.
• When we read the Board's Report, ManagementDiscussion and Analysis Report and CorporateGovernance Report, if we conclude that there is a materialmisstatement therein, we are required to communicatethe matter to those charged with governance as requiredunder SA 720 ‘The Auditor's responsibilities Relating toOther Information.'
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statements thatgive a true and fair view of the financial position, financialperformance including other comprehensive income, cashflows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India,including Ind AS specified under section 133 of the Act.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the financial statements that give a true andfair view and are free from material misstatement, whetherdue to fraud or error.
In preparing the standalone financial statements, managementand Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing,as applicable, matters related to going concern and usingthe going concern basis of accounting unless the Board ofDirectors either intend to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Company's Board of Directors is also responsible foroverseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor 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 accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether the Companyhas adequate internal financial controls with referenceto standalone financial statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to drawattention in our auditor's report to the related disclosuresin the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, futureevents or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including the
disclosures, and whether the standalone financiastatements represent the underlying transactions ancevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in thestandalone financial statements that, individually or iraggregate, makes it probable that the economic decisions oa reasonably knowledgeable user of the standalone financiastatements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope oour audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements inthe standalone financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal financial controls thawe identify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicarequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were omost significance in the audit of the standalone financiastatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstanceswe determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interesbenefits of such communication.
1. As required by Section 143(3) of the Act, based on ouaudit we report that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as iappears from our examination of those books excepfor not keeping backup on a daily basis of suchbooks of account maintained in electronic mode ina server physically located in India (refer note 41(x'
(A) to the standalone financial statements) and notcomplying with the requirement of audit trail asstated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit andLoss including Other Comprehensive Income,the Statement of Cash Flows and Statement ofChanges in Equity dealt with by this Report are inagreement with the books of account.
d) In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act.
e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of Section164(2) of the Act.
f) The modifications relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph (b) above.
g) With respect to the adequacy of the internal financialcontrols with reference to standalone financialstatements of the Company and the operatingeffectiveness of such controls, refer to our separateReport in "Annexure A". Our report expresses anunmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financialcontrols with reference to standalone financialstatements.
h) With respect to the other matters to be includedin the Auditor's Report in accordance with therequirements of section 197(16) of the Act, asamended,
In our opinion and to the best of our information andaccording to the explanations given to us, based ona special resolution approved by the shareholdersin the Annual General Meeting of the Company heldon September 13, 2024, the remuneration paid bythe Company to its directors during the year is inaccordance with the provisions of section 197 ofthe Act.
i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of ourinformation and according to the explanationsgiven to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its standalone financial statements -Refer Note 35 to the standalone financialstatements;
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses.
iii. There was a delay of 108 days in transferring' 1.84 lakhs relating to unclaimed dividends,required to be transferred to the InvestorEducation and Protection Fund by theCompany - Refer Note 12 to the standalonefinancial statements.
iv. (a) The Management has represented
that, to the best of its knowledge andbelief, as disclosed in Note 41(v) to thefinancial statements, no funds havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kindof funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, directly or indirectly lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(b) The Management has represented,that, to the best of its knowledge andbelief, as disclosed in note 41 (vi) thefinancial statements, no funds havebeen received by the Company fromany person(s) or entity(ies), includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, directly or indirectly, lend or investin other persons or entities identifiedin any manner whatsoever by or onbehalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries.
(c) Based on the audit procedures performedthat have been considered reasonableand appropriate in the circumstances,nothing has come to our notice thathas caused us to believe that therepresentations under sub-clause (i)and (ii) of Rule 11(e), as provided under(a) and (b) above, contain any materialmisstatement.
The final dividend proposed in the previousyear, declared and paid by the Company duringthe year is in accordance with section 123 ofthe Act, as applicable.
As stated in Note 13 to the standalonefinancial statements, the Board of Directorsof the Company has proposed final dividendfor the year which is subject to the approvalof the members at the ensuing AnnualGeneral Meeting. Such dividend proposed isin accordance with section 123 of the Act, asapplicable.
Based on our examination, the Company hasused accounting software for maintaining itsbooks of account for the year ended March31, 2025 which are operated by third-partysoftware service providers, wherein:
a. in respect of an accounting softwareused for maintaining payroll records,the independent auditor's System andOrganisation Controls (SOC) report hasbeen received by the Company for theperiod from April 1, 2024 to December31, 2024 and such report is not availablefor the remaining period. In the absenceof independent auditor's System andOrganisation Controls (SOC) reportcovering the audit trail requirement forthe year, we are unable to comment onwhether the audit trail feature of the saidsoftware was enabled and operated forthe year, for all relevant transactionsrecorded in the software and whetherthere was any instance of the audit trailfeature been tampered with.
b. in respect of an accounting software formaintaining of books of account, in theabsence of the independent auditor's SOCreport covering the requirement of audittrail, we are unable to comment whether
audit trail feature of the said softwarewas enabled and operated throughout theyear for all relevant transactions recordedin the software or whether there were anyinstances of the audit trail feature beentampered with.
in the absence of the independent auditor'sSOC report covering the audit trail preservationrequirement in respect of the softwarementioned at (i)(vi)(a) above, we are unableto comment whether the audit trail has beenpreserved by the Company as per the statutoryrequirements for record retention. As audit trailfeature was not enabled for the year endedMarch 31, 2024 in respect of the softwarementioned at (i)(vi)(b) above, reporting underRule 11 (g) of the Companies (Audit andAuditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements forrecord retention is not applicable.
2. As required by the Companies (Auditor's Report) Order,2020 ("the Order") issued by the Central Governmentin terms of Section 143(11) of the Act, we give in"Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants(Firm's Registration No. 117366W/W-100018)
Shreedhar Ghanekar
Place: Bengaluru Partner
Date: May 30, 2025 (Membership No. 210840)
SMG/PB/SFS/2025 (UDIN: 25210840BMMJIO8517)