We have audited the accompanying standalone financial statements of FOCUS LIGHTING AND FIXTURESLIMITED (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 Statement of CashFlows for the year ended on that date and notes to the financial statements, including a summary of materialaccounting policies and other explanatory information (hereinafter referred to as the “Standalone FinancialStatements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidStandalone Financial Statements give the information required by the Companies Act, 2013 (the “Act”) in themanner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act,(“Ind AS”) and other accounting principles generally accepted in India, of the stateof affairs of the Company as at March 31, 2025 and its profit, total comprehensive income, changes in equity andits cash flows for the year ended on that date.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing(“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statementssection of ourreport. We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit ofthe Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics.We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our auditopinion on the Standalone Financial Statements.
Key audit matters 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 ouraudit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
There are no key audit matters to be communicated in our report.
The Company’s Board of Directors is responsible for the other information. The other information comprises theinformation included in the Management Discussion and Analysis, Board’s Report including Annexures toBoard’s Report, Corporate Governance and Shareholder’s Information, but does not include the consolidatedfinancial statements, Standalone Financial Statements and our auditor’s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respectto the preparation of these Standalone Financial Statements that give a true and fair view of the financial position,financial performance, including other comprehensive income, changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India, including Ind AS specified under section133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates thatare 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 tothe preparation and presentation of the Standalone Financial Statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management and Board of Directors is responsible for assessingthe Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations, or has no realistic alternative but to do so.
The Company’s 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 wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions 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 professionalscepticism throughout the audit. We also:
• 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 thatis sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement 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 financial control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls with reference toStandalone Financial Statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in theStandalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, futureevents or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including thedisclosures, and whether the Standalone Financial Statements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the StandaloneFinancial 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 ofany identified misstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal financialcontrols that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards. From the matterscommunicated with those charged with governance, we determine those matters that were of most significance inthe audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matteror when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
1. 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 itappears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statementof Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with thebooks of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified underSection 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to Standalone FinancialStatements of the Company and the operating effectiveness of such controls, refer to our separate Reportin “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectivenessof the Company’s internal financial controls with reference to Standalone Financial Statements.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirementsof section 197(16) of the Act, as amended, in our opinion and to the best of our information and accordingto the explanations given to us, the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of 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 our informationand according to the explanations given to us.
i. The Company has disclosed the impact of pending litigations on its financial position in itsStandalone Financial Statements. Refer Note 1.18 to the Standalone Financial Statements.
ii. The Company has made provision as required under applicable law or accounting standards formaterial foreseeable losses. The Company did not have any long-term derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (whichare material either individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Company to orin any other person or entity, including foreign entity (“Intermediaries”), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (whichare material either individually or in the aggregate) have been received by the Company from anyperson or entity, including foreign entity (“Funding Parties”), with the understanding, whetherrecorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate 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 proposed in the previous year, declared and paid by the Company during the yearis in accordance with Section 123 of the Act, as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting softwaresfor maintaining its books of account for the financial year ended March 31, 2025 which has a featureof recording audit trail (edit log) facility and the same has operated throughout the year for allrelevant transactions recorded in the softwares. Further, during the course of our audit we did notcome across any instance of the audit trail feature being tampered with.
2. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the CentralGovernment in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
Chartered Accountants
(Firm’s Registration No. 107845W)
Jitendra C Shah
Partner
(Membership No.042384)
UDIN: 25042384BMIORB3727
Date: May 29, 2025