We have audited the standalone financial statements of Action Construction Equipment Limited (the "Company")and Action ConstructionEquipment Limited Employee Welfare Trust (the "Employee Welfare Trust" or "Trust") which comprise the standalone balance sheet asat 31 March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement ofchanges in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements,including material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and itsprofit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilitiesunder those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section ofour report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion onthe standalone financial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financialstatements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition relating to sale of products
See Note 21 to Standalone financial statements
The key audit matter
How the matter was addressed in our audit
As disclosed in Note 21 to the standalone financial statements, theCompany's revenue from sale of products for the year ended 31March 2025 was Rs. 329,071.62 lakhs.
Our audit procedures included:
Revenue is recognised upon transfer of control of promisedproducts to the customers and when the collection of considerationby the Company is "highly probable". In specific, revenue from saleof products is recognised at a point in time when performanceobligation is satisfied and is based on the transfer of control to thecustomer as per terms of the contract.
There is a risk, during the year and at the end of the year, revenuebeing recognised from sale of products without contract withcustomer or without transfer of control of the products as per thedelivery terms or revenue is not recorded in the correct accountingperiod.
• Assessed the Company's accounting policy for revenuerecognition as per the relevant accounting standard;
• Evaluated the design and implementation of key controlsin relation to revenue recognition and tested the operatingeffectiveness of such controls for a sample of transactions;
• Involved our IT specialists to assist us in testing of key IT systemcontrols which impact revenue recognition;
• Performed detailed testing by selecting samples of revenuetransactions recorded during and after the year. For suchsamples, verified the underlying documents to assess revenuerecognition as per the accounting policy in the correctaccounting year;
There is presumption of fraud risk with regard to revenuerecognition as per the Standards on Auditing. Also, revenue is oneof the key performance indicators of the Company which makes itsusceptible to misstatement..
• Tested sample journal entries for revenue recognised duringthe year, selected based on specified risk-based criteria, toidentify unusual transactions; and
• Tested the adequacy of disclosures for revenue made in thestandalone financial statements, as required by relevantaccounting standards.
The Company's Management and Board of Directors are responsible for the other information. The other information comprises theinformation included in the Company's annual report, but does not include the financial statements and auditor's report thereon. TheCompany's annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assuranceconclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified abovewhen it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate thematter to those charged with Governance and take necessary actions, as applicable under the relevant laws and regulations.
The Company's Management and Board of Directors are 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 state of affairs, profit/ loss and othercomprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management andBoard of Directors of the Company/Board of Trustees of the Trust are responsible for maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of Company / Trust and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the respective Management and Board of Directors/Board of Trustees are responsiblefor assessing the ability of Company/Trust to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the respective Board of Directors/Board of Trustees either intends to liquidate theCompany / Trust or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors/Board of Trustees are responsible for overseeing the financial reporting process of Company / Trust.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 are free from materialmisstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to 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 professional skepticism throughout the audit.We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting 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 of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the companyhas adequate internal financial controls with reference to financial statements in place and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresmade by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting inpreparation of Standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures inthe standalone financial 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 cause the Companyto cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in theaudit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation 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 adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
We did not audit the financial statements of Employee Welfare Trust included in the standalone financial statements of the Companywhose financial statements reflect total assets of Rs. 810.12 lakhs as at 31 March 2025, total income of Rs. 108.90 lakhs and net cashoutflows amounting to Rs. 2.08 lakhs for the year ended on that date, as considered in the standalone financial statements. The financialstatements of Employee Welfare Trust have been audited by the other auditor whose report have been furnished to us, and our opinionin so far as it relates to the amounts and disclosures included in respect of Employee Welfare Trust, is based solely on the report of suchother auditor.
Our opinion is not modified in respect of this matter.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms ofSection 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order,to the extent applicable.
2A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 appears from ourexamination of those books except for the matter stated in the paragraph 2B(f) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), thestandalone statement of changes in equity and the standalone 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 Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors on various dates in April 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms ofSection 164(2) of the Act.
f. the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in theparagraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule11(g) of the Companies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company andthe operating effectiveness of such controls, refer to our separate Report in "Annexure B".
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalonefinancial statements - Refer Note 34 to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fundby the Company.
d. (i) The management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 47(ii) to
the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed fundsor share premium or 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 or otherwise, that theIntermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
(ii) The management has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 47(iii) tothe standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies),including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, thatthe Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothinghas come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e),as provided under (i) and (ii) above, contain any material misstatement.
e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordancewith Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 14 to the standalone financial statements, the Board of Directors of the Company has proposed finaldividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
f. Based on our examination which included test checks, the Company has used an accounting software for maintaining itsbooks of account, however, the feature of recording audit trail (edit log) facility has not been enabled. Consequently, we areunable to comment on audit trail feature of the said software.
C. With respect to the matter to be included in the Auditor's 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 the Company to itsdirectors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid andpayable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs hasnot prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLPChartered AccountantsFirm's Registration No.:101248W/W-100022
place : Faridabad Membership No. 509209
Date : 26 May 2025 ICAI UDIN:25509209BMTELL3845