We have audited the accompanying Financial Statements of Bartronics India Limited (“the Company”), whichcomprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other ComprehensiveIncome), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notesto the Financial Statements, including a summary of material accounting policies and other explanatory information(hereinafter referred to as “the Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid FinancialStatements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner sorequired and give a true and fair view in conformity with accounting principles generally accepted in India includingthe Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended (“Ind AS”), of the state of affairs of the Company as at 31st March 2025, its profit(including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (“SAs”) specified undersection 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the FinancialStatements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance 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 on the Financial Statements.
a. Balances with certain debtors, bank balances, deposits with banks and others, and amounts receivable fromGovernment authorities are reflected in the books of accounts. In line with the implementation of the ResolutionPlan, some of these balances have been impaired. The management is currently in the process of identifyingand engaging with the respective counterparties and regulatory authorities to reconcile any discrepancies.Furthermore, the Company has filed a writ petition before the Hon'ble High Court of Telangana seeking to quashcertain demands pertaining to previous financial years.
b. Implementation of the Resolution Plan and impairment assessment of certain financial assets and liabilities. Aspart of the implementation of the Resolution Plan, the Management has written off and written back certain foreigncurrency assets and liabilities in the books of accounts, which would require relevant approval from the ReserveBank of India (RBI). As represented to us, the Management is in the process of making suitable representationsand filings with the Regulatory Authority.
Our opinion is not modified in respect of the above matters.
Key Audit Matters are those matters that, in our professional judgement, were of the most significance in our audit ofthe Financial Statements of the financial year ended 31st March 2025. 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 not provide a separateopinion on these matters. We have determined the following matters as Key Audit Matters to be communicated in ourreport:
Key Audit Matter
Auditor’s Response
Revenue recognition
The Company provides services(“performance obligations”) to Banks(“customers”) through more than 3,500Business Correspondents managed by theCompany. Revenue is recognised based onthe pattern of benefits from the performanceobligations to the customer that reflectsthe consideration received or expected tobe received in exchange for the services(“transaction price”). The Company'sperformance resulting in billable service thatis collectable, is generally acknowledgedby the customers. Recognition of revenue,therefore, is dependent on continuousreconciliation and confirmation of thecompletion of performance obligations by thecustomers.
Our audit approach includes:
• Obtaining an understanding of the Company's processesof recording and analysis of completion of services andthe amount to be invoiced along with the application ofappropriate prices for each service.
• Assessing the appropriateness of the revenue recognitionpolicies in compliance with the applicable Ind AS.
• Selecting the samples of contracts, identifying theperformance obligations and comparing the same with theperformance obligation identified by the Company.
• Testing the design and operating effectiveness ofmanagement's key controls in collating the data for servicesrendered.
Cost of Rendering Services
The Company provides services(“performance obligations”) to Banks(“customers”) through more than 3,500Business Correspondents managed by theCompany.
The Company's performance resultingin billable service that is collectable, isgenerally acknowledged by the customers.The contracts entered by the Company withsuch customers specifies the percentageof commission payable to such BusinessCorrespondents. Cost payable to BusinessCorrespondents is dependent on continuousreconciliation and confirmation of thecompletion of performance obligations by thecustomers.
Our audit approach include:
• Assessing the appropriateness of the revenue recognitionpolicies in compliance with the applicable Indian AccountingStandards.
The Company's Board of Directors is responsible for the preparation of other information. The other informationcomprises the information included in the Company's Annual Report, but does not include the Financial Statements,and our auditor's report thereon. The other information is expected to be made available to us after the date of auditor'sreport. Thus, our report does not deal with matters mentioned under other information in Annual Report.
Our opinion on the Financial Statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistentwith the Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
When we read the other information, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these Financial Statements that give a true and fair view of the financial position, financial performance,
total comprehensive income, changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of the FinancialStatement that give a true and fair view and 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's ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are freefrom material misstatement, whether due to fraud or 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 accordance withSAs 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 Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticismthroughout the audit. We also:
a. Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
b. 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 expressingour opinion on whether the Company has adequate internal financial controls system with reference to FinancialStatements in place and the operating effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by the management.
d. 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 theFinancial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However, future events or conditions may causethe Company to cease to continue as a going concern.
e. Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures,and whether the Financial Statements represent the underlying transactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements maybe influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in theFinancial 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 control that weidentify 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 matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the Financial Statements of the financial year ended 31st March 2025 andare therefore the Key Audit Matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor's Report) Order 2020 (“the Order”), issued by the Central Government ofIndia in terms of sub section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the mattersspecified in paragraphs 3 and 4 of the 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 knowledge andbelief were necessary for the purposes of our audit of the aforesaid Financial Statements
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid FinancialStatements have been kept by the Company so far as it appears from our examination of those books,except for the matters stated in the paragraph 3(f) below on reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014, as amended.
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 Financial Statements comply with the Ind AS specified under Section 133 of theAct read with Companies (Indian Accounting Standard) Rules, 2015 as amended.
e. On the basis of the written representations received from the directors as on 31st March 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from beingappointed as a director 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 3(f) belowon reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended.
g. With respect to the adequacy of the internal financial controls with reference to Financial Statements of theCompany and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” tothis report.
3. 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 information andaccording to the explanations given to us:
a. The Company has disclosed the impact of pending litigations on its financial position in its FinancialStatements. Refer Note 41 to the Financial Statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.
c. There are no amounts which were required to be transferred to the Investor Education and Protection Fundby the Company during the year. However, The Company had not transferred INR 4.91 Lakhs pertainingto the dividend for the Financial Year 2010-11 to the Investor Education and Protection Fund in the year inwhich it was payable. Refer Note 47 to the Financial Statements.
d. (i) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in anyother person(s) or entity(ies), including foreign entity(ies) (“Intermediaries”), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest inother persons 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.
(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which arematerial either individually or in the aggregate) have been received by the Company from any person(s)or entity(ies), including foreign entity (“Funding Parties”), with the understanding, whether recordedin writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any materialmisstatement.
e. The Company has not declared, paid interim dividend during the year or proposed final dividend for the year.
f. Based on our examination which included test checks and information given to us, the Company has usedaccounting software for maintaining its books of account, which does not have a feature of recording audittrail (edit log) facility, and the same did not operate throughout the year for all relevant transactions recordedin the respective software.
Additionally, the preservation of audit trail is not applicable for the previous year as the accounting softwaredid not have the feature of recording of audit trail.
4. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements ofsection 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, the remunerationpaid by the Company to its directors during the year is in accordance with the provision of section 197 of the Act.The remuneration paid to any director is not in excess of the limit laid down under section 197(16) which arerequired to be commented upon by us.
Firm's Regn No. 000511S
Partner
Place: Chennai Membership No. 222320
Date: 27th May 2025 UDIN: 25222320BMIKTY6737