We have audited the standalone financial statements of Compucom Software Limited (“the Company”), which comprisethe Standalone Balance Sheet as at 31st March 2025, and the Standalone Statement of Profit and Loss (including othercomprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for theyear then ended, and notes to the standalone financial statements, including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of theCompany as at 31st March 2025, and its profit (including other comprehensive income), changes in equity and its cashflows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rules there under, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.
Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit ofthe standalone financial statements of the current period. These matters were addressed in the context of our audit ofthe standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateopinion on these matters.
Key Audit Matter
Auditor's Response
During the year the Company has made furtherinvestment in its wholly owned subsidiarynamely CSL Infomedia Private Limited to thetune of Rs 1260.00 lacs including sharepremium through preferential allotment ofequity shares.
In order to review the transaction for making further investment in
CSL Infomedia Private Limited, we have applied the following tests
and procedures:-
• Checked that the recognition of investment in the books has beendone at cost in line with the requirement of Ind AS-27.
• Checked the Company's accounting policies relating to investment.
• Checked the investment recognition by reviewing the supportingdocuments including valuation report of the underlying equityshares.
• Checked the IND AS standalone financial statement disclosureswith reference to the investment in subsidiary.
The Company's management and Board of Directors are responsible for the other information. The other informationcomprises the information included in the Company's annual report, but does not include the standalone financialstatements and our auditors' report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears tobe materially misstated.
The Company's management and Board of Directors are responsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financial statements that give a true and fair view of the state ofaffairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (INDAS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for assessingthe Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Management and Board of Directors is also responsible for overseeing the Company's financial reporting process.Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes ouropinion. 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 it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
1. Identify and assess the risks of material misstatement of the standalone financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls with reference to standalone financialstatements in place and the operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by Management and Board of Directors.
4. Conclude on the appropriateness of Management's and Board of Directors' use of the going concern basis ofaccounting in preparation of standalone financial statements and, based on the audit evidence obtained, whethera material uncertainty exists related to events or conditions that may cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attentionin our auditor's report to the related disclosures in the Standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
5. Evaluate the overall presentation, structure and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identify duringour audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably bethought 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 mostsignificance in the audit of the standalone financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
1. As required by the Companies (Auditors' Report) Order, 2020 (“the Order”) issued by the Central Government ofIndia in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit we report that:
(a) We have sought and obtained all the information and explanations 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 required by law have been kept by the Company so far as it appearsfrom our examination of those books except for the matter stated in paragraph 2(i)(vi) below on reporting underRule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
(c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensiveincome), the standalone statement of changes in equity and the standalone statement of cash flows dealt withby this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the IND AS specified under Section133 of the Act.
(e) On the basis of the written representations received from the directors as on 1st April 2025 taken on record bythe Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as adirector in terms of Section 164(2) of the Act.
(f) The modifications relating to the maintenance of accounts and other matters connected therewith are asstated in the paragraph 2(b) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(vi) belowon reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statementsof the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”wherein we have expressed an unmodified opinion.
(h) With respect to the matter to be included in the Auditors' Report under section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by theCompany to its directors during the current year is in accordance with the provisions of Section 197 of the Act.The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.
(i) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:
(i) The Company has disclosed the impact of pending litigations as at 31st March 2025, on its financialposition in its standalone financial statements. Refer Note 26 to the standalone financial statements.
(ii) The Company has made provision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts including derivative contracts.
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company.
(iv) (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed
in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind of funds) by the Company to or in any otherperson or entity, including foreign entities ('Intermediaries'), with the understanding, whether recordedin writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company ('UltimateBeneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, other than as disclosedin the notes to the accounts, no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity, including foreign entity (“Funding Parties”),with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder Sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any materialmisstatement.
(v) The final dividend paid by the Company during the year ended 31st March, 2025, in respect of the samedeclared for the previous year, is in accordance with Section 123 of the Act to the extent it applies topayment of dividend.
The board of directors of the Company have proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is inaccordance with section 123 of the Act, as applicable.
(vi) Based on our examination which included test checks, the Company has used an accounting software formaintaining its books of account which has a feature of recording audit trail (edit log) facility and the samehas operated throughout the year for all relevant transactions recorded in the respective software. Further,during the course of our audit we did not come across any instance of audit trail feature being tamperedwith.
Place: Jaipur FOR S.MISRA & ASSOCIATES
Date: May 27, 2025 Chartered Accountants
FRN: 004972C
Partner
Membership No.-073776UDIN: 25073776BMUICA8324