We have audited the accompanying Standalone financial statements of AVRO India Limited("the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit andLoss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statementof Cash Flows for the year then ended, and notes to the standalone financial statements, including asummary of material accounting policies information and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone 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 in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at March 31, 2025 andits profit (financial performance including comprehensive income), changes in equity and its cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisions of theCompanies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 2.28(8) of the financial statements, which describes that the Board ofDirectors, in its meeting held on August 28, 2024, approved a preferential issue of 6,48,330 equity sharesof face value ?10 each at an issue price of ^127.25 per share, aggregating to ^825.00 lacs, to PromoterGroup and Non-Promoters for cash consideration. In addition, 5,30,451 share warrants were issued toNon-Promoters at the same price, each warrant convertible into one equity share within 18 monthsfrom the date of allotment. An amount of ^168.75 lacs, representing 25% of the warrant consideration,was received, and the balance ^506.25 lacs is pending. These equity shares and warrants were allottedon October 19, 2024. The fair value of each warrant, determined in accordance with Ind AS 113 - FairValue Measurement, was ^49.04 and has been classified under ’Other Equity’. No asset has beenrecognized for the difference between fair value and consideration received. The issuance of equityshares and warrants has been duly approved by BSE Ltd. and National Stock Exchange of India Ltd.under applicable SEBI regulations, and trading in these shares commenced on January 6, 2025.
Further, the Board of Directors, in its meeting held on December 27, 2024, approved a secondpreferential issue of 25,75,320 equity shares at an issue price of ^185.50 per share, aggregating to^4777.22 lacs, to Non-Promoters and 3,23,450 share warrants to the Promoter Group at ^185.50 perwarrant. The Company received ^150.00 lacs, being 25% of the warrant consideration, and balance^450.00 lacs is pending. The allotment of equity shares and warrants was made on February 11, 2025.The fair value of each warrant was ^56.84, as per Ind AS 113, and the amount received has beenrecorded under ’Other Equity’ with no asset recognized for the fair value differential. Both BSE Ltd. andNational Stock Exchange of India Ltd. granted requisite approvals, and trading in these sharescommenced on March 27, 2025.
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the financial statements of the current period. These matters were addressed in the context ofour audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
For each matter below, description of how our audit addressed the matter is provided in that context.We have determined the matters described below to be the key audit matters to be communicated inour report.
Key Audit Matter
How our audit addressed the Key Audit Matter
1. Share Warrants
During the year, the Company allotted 5,30,451 sharewarrants on 19.10.2024 and 3,23,450 share warrants on11.02.2025 on a preferential basis to non-promoters andpromoter group respectively, each convertible into oneequity share of the Company within 18 months from the dateof allotment. In accordance with the requirements of Ind AS113 (Fair Value Measurement) and Ind AS 32 (FinancialInstruments: Presentation), the Company accounted for theproceeds received as financial instruments and recognisedthe share warrants at fair value on the date of initialrecognition.
The fair value of the warrants was determined using theModified Black-Scholes Option Pricing Model, which requiresmanagement to exercise significant judgment indetermining inputs such as:
• Share price volatility,
• Risk-free interest rate,
• Expected life of the warrant,
• Dividend yield, and
• Fair value of equity shares on grant date.
Due to the complexity of the valuation model, subjectivity inkey assumptions, and materiality of the transaction, thismatter was considered to be of most significance in ouraudit.
Our procedures, among others, included:
• Evaluating the terms and conditions of the sharewarrant issuance from relevant documents such asresolutions and board approvals.
• Assessing the Company's material accounting policyinformation and its compliance with Ind AS 32 and IndAS 113.
• Engaging our internal valuation specialists to:
o Evaluate the valuation methodology used(Black-Scholes model).
o Review management's assumptions such asvolatility, risk-free rate, and expected life.o Assess the use of observable market data whereavailable.
• Verifying the calculation and recomputing the fair valueof the warrants using independently sourced inputs.
• Evaluating the adequacy of the related disclosures inthe financial statements in accordance with Ind AS 107and Ind AS 113.
(Refer Note 2.28 (8) to the Financial Statements, read withthe Material Accounting Policy information 1(E.19)).
2. Preferential Equity Shares:
During the year, the Company allotted the following equityshares on preferential basis for cash consideration, inaccordance with the provisions of the Companies Act, 2013,and SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2018, as amended:
6,48,330 equity shares on 19.10.2024 to promoter group andnon-promoters;
25,75,320 on 11.02.2025 to non-promoters respectively.
Our audit procedures included, among others:
• Reviewing the resolutions passed by the Board ofDirectors and shareholders authorizing the preferentialissue.
• Verifying compliance with applicable provisions of theCompanies Act, 2013 and the SEBI (ICDR) Regulations.
This was a significant transaction from both a legalcompliance and financial reporting perspective. Theaccounting treatment, classification under equity, andrelated disclosures in accordance with Ind AS 32 - FinancialInstruments: Presentation, Ind AS 109 - Financial Instruments,and Ind AS 1 - Presentation of Financial Statements requirecareful consideration. Additionally, evaluating compliancewith conditions prescribed by SEBI and stock exchanges,including pricing norms, approval timelines, lock-in periods,and disclosure requirements, was critical.
• Examining filings made with the National StockExchange of India Ltd. and BSE Ltd. and confirmations ofapprovals received.
• Assessing the consideration received, including timingof receipts and allotment, and verifying the accountingtreatment applied.
• Reviewing the classification of the proceeds withinequity and ensuring there were no embedded financialinstruments that require separate accounting.
Due to the materiality of the transaction, complexity ofregulatory compliance, and involvement of related parties incertain cases, this matter was considered to be of mostsignificance in our audit.
• Evaluating the adequacy and appropriateness ofdisclosures in the financial statements in accordancewith applicable Ind AS and SEBI (LODR) requirements.
(Refer Note 2.28(8) to the Financial Statements.)
3. Utilization of Funds raised through Preferential Allotmentand Share Warrants
During the year, the Company raised funds through
Our audit procedures included:
preferential allotment of equity shares and share warrants. A
• Reviewing the offer documents and board/shareholder
portion of these funds remained unutilized as at the
resolutions for preferential allotment;
reporting date and was temporarily invested in fixed
• Verifying compliance with Section 42 and Section 62 of
deposits. The Company has not communicated any specific
the Companies Act, 2013;
timeline to the concerned authorities for the utilization of
• Obtaining and reviewing management's plan for fund
such funds. Given the significance of the amount and the
utilisation;
inherent management judgement involved in the
• Inspecting the bank statements and fixed deposit
deployment of these funds, we considered this to be a key
confirmations for unutilised funds;
audit matter.
• Assessing the disclosures made in the financialstatements for adequacy and completeness.
The Company's Board of Directors is responsible for the other information. The other informationcomprises the Corporate Governance report, and the information included in the Annual Reportincluding annexures, Management Discussion and Analysis, Secretarial Audit Report and otherCompany related information, but does not include the financial statements and our auditors' reportthereon. The other information is expected to be made available to us after the date of this auditor'sreport.
Our opinion on the financial statements does not cover the other information and we do not and will notexpress any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether the otherinformation is materially inconsistent with the financial statements or our knowledge obtained in theaudit, or otherwise appears to be materially misstated.
When we read the other information, if we conclude that there is material misstatement therein, we arerequired to communicate the matter to those charged with governance and appropriate actions, ifrequired.
Responsibilities of management and those charged with governance for the Standalone FinancialStatements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance, other comprehensive income, changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted in India,including Ind AS prescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate material accounting policies; making judgments and estimates that are reasonableand 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 viewand are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Board of Directors is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related going concern andusing the going concern basis of accounting unless Board of Director's either intends to liquidate theCompany 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 reportingprocess.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit 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 theaggregate, they could reasonably be expected to influence the economic decisions of users taken onthe basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting 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 ofinternal control.
• Obtain an understanding of internal controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)0) of the CompaniesAct, 2013, we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of material accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individuallyor in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable userof the financial statements may be influenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships andother 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 mattersthat were of most significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the CentralGovernment of India in terms of Section 143(11) of the Act, we give in the "Annexure A” a statement onthe matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.
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 knowledgeand 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 asit appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), theStatement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are inagreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act, read with the Companies (Indian AccountingStandards) Rules, 2015 as amended.
e) On the basis of the written representations received from the directors as on March 31st, 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31st, 2025 from beingappointed 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 with reference tothe standalone financial statements 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 theadequacy and operating effectiveness of the Company's internal financial controls over financialreporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with therequirements 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, theremuneration paid by the Company to its directors during the year is in accordance with the provisionsof section 197 of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of ourinformation and according to the explanations given to us:
a) The Company has disclosed the impact of pending litigations on its financial position in its StandaloneFinancial Statements - Refer Note No. 2.28 (1)(a) to the Standalone Financial Statements.
b) The Company did not have any material foreseeable losses on long-term contracts includingderivative contracts during the year ended 31 March, 2025.
c) There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.
d) i) The Management has represented that, to the best of its knowledge and belief, as disclosed in Noteno. 2.28 (28) (xi) of the notes to accounts, no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or share premiumor any other sources or kind of funds) by the Company to or in any other person (s) or entity (ies)including foreign entities (intermediaries), with the understanding, whether recorded in writing orotherwise, that the intermediary shall, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) orprovide any guarantee, security or the like or on behalf of the Ultimate Beneficiaries.
ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note no.2.28 (28) (xi) of the notes to accounts, no funds (which are material either individually or in the aggregate)have been received by the Company from any person(s) or entity(ies), including foreign entities (fundingparties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directlyor indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the funding party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
iii) Based on the audit procedures performed that have been considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, containany material misstatement.
e) The Company has neither declared nor paid any dividend during the year.
f) Based on our examination which included test checks the Company has used accounting software formaintaining its books of account, which has a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded in the software. However,the Company has maintained the records of Property, Plant and Equipment in an Excel sheet, and notthrough any accounting software; accordingly, the requirement of maintaining an audit trail (edit log)is not applicable to such records.
Further, where audit trail (edit log) facility was enabled and operated throughout the year for theaccounting software, we did not come across any instance of the audit trail feature being tamperedwith. Management has also explained that the audit trail (edit log) facility was enabled in the previousyear and that the Company has preserved the same in accordance with the statutory requirements forrecord retention.
FRN: 021758N
CA (Dr.) S. K. LalPartnerM. No.: 509185
UDIN: 25509185BMOCXZ1627
Place: GhaziabadDate: 27.05.2025