We have audited the accompanying standalone Ind AS financialstatements of Roto Pumps Limited ("the Company”), which comprisethe Balance Sheet as at March 31 2025, the Statement of Profit andLoss, including the statement of Other Comprehensive Income, theCash Flow Statement and the Statement of Changes in Equity for theyear ended, and notes to the financial statements, including a summaryof significant accounting policies and other explanatory informationwhich are included the returns for the year ended on that date auditedby the branch auditors of the Company's branches located at Australiaand United Kingdom.
In our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of reportsof other auditors on separate financial statements and on the otherfinancial information of the branches the aforesaid standalone Ind ASfinancial statements give the information required by the CompaniesAct, 2013, as amended ("the Act”) in the manner so required andgive a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as atMarch 31,2025, its profit/loss including other comprehensive incomeits cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone Ind AS financial statementsin accordance with the Standards on Auditing (SAs), as specified undersection 143(10) of the Act. Our responsibilities under those Standardsare further described in the 'Auditor's Responsibilities for the Auditof the Standalone Ind AS Financial Statements' section of our report.We are independent of the Company in accordance with the 'Codeof Ethics' issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rulesthereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone Ind ASfinancial statements.
Key audit matters are those matters that, in our professional judgment,were of most significance in our audit of the standalone Ind AS financialstatements for the financial year ended March 31, 2025. These matterswere addressed in the context of our audit of the standalone Ind ASfinancial statements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters.
We have determined that there are no other key audit matters tocommunicate in our report.
OTHER INFORMATION OR ANOTHER TITLE IF APPROPRIATE, SUCHAS “INFORMATION OTHER THAN THE FINANCIAL STATEMENTSAND AUDITOR'S REPORT THEREON”
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information includedin the Annual Report, but does not include the standalone Ind ASfinancial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements doesnot cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone Ind AS financialstatements, our responsibility is to read the other information and,in doing so, consider whether such other information is materiallyinconsistent with the financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If, basedon the work we have performed, we conclude that there is a materialmisstatement of this other information, we are required to report thatfact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparationof these standalone Ind AS financial statements that give a true andfair view of the financial position, financial performance includingother comprehensive income, cash flows and changes in equity ofthe Company in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act read with [the Companies (IndianAccounting Standards) Rules, 2015, as amended]. This responsibilityalso includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable andprudent; and the design, implementation and maintenance ofadequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, managementis responsible for assessing the Company's ability to continue as a goingconcern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe standalone Ind AS financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue anauditor's report that includes our opinion. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout the audit.We also:
• Identify and assess the risks of material misstatement of thestandalone Ind AS financial statements, whether due to fraud orerror, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the auditin order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the Companyhas adequate internal financial controls system in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we concludethat a material uncertainty exists, we are required to draw attentionin our auditor's report to the related disclosures in the financialstatements or, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of thestandalone Ind AS financial statements, including the disclosures,and whether the standalone Ind AS financial statements representthe underlying transactions and events in a manner that achievesfair presentation.
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 ininternal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand 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 Ind AS financial statements for the financialyear ended March 31, 2025 and are therefore the key audit matters.We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should notbe communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
We did not audit the financial statements and other financialinformation of Two branches included in the accompanying standaloneInd AS financial statements of the Company whose financial statementsand other financial information reflect total assets of Rs. 3750.17 lakhsas at March 31,2025 and the total revenues of Rs. 7965.00 lakhs for the
year ended on that date, as considered in the financial statements/information of these branches have been audited by the branchauditors whose reports have been furnished to us by management,and our opinion in so far as it relates to the amounts and disclosuresincluded in respect of branches, is based solely on the report of suchbranch auditors. Our opinion is not modified in respect of these matters.
1. As required by the Companies (Auditor's Report) Order, 2020 ("theOrder”), issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act, based on our audit andon the consideration of report of the other auditors on separatefinancial statements and the other financial information of thebranches, as noted in the 'Other Matter' paragraph] we give in the"Annexure A” a statement on the matters specified in paragraphs3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books and proper returns adequatefor the purposes of our audit have been received from thebranches not visited by us;
(c) The reports on the accounts of the branch offices of theCompany audited under Section 143(8) of the Act by branchauditors have been sent to us and have been properly dealtwith by us in preparing this report;
(d) The Balance Sheet, the Statement of Profit and Loss includingthe Statement of Other Comprehensive Income, the Cash FlowStatement and Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account andwith the returns received from the branches not visited by us;
(e) In our opinion, the aforesaid standalone Ind AS financialstatements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Companies (IndianAccounting Standards) Rules, 2015, as amended;
(f) On the basis of the written representations received fromthe directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as onMarch 31,2025 from being appointed as a director in terms ofSection 164 (2) of the Act;
(g) With respect to the adequacy of the internal financial controlsover financial reporting of the Company with referenceto these standalone Ind AS financial statements and theoperating effectiveness of such controls, refer to our separateReport in "Annexure B” to this report;
(h) In our opinion, the managerial remuneration for the yearended March 31, 2025 has been paid / provided by theCompany to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;
(i) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, as amended in our opinionand to the best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone IndAS financial statements - Refer Note No. 35.1 to thestandalone Ind AS financial statements;
ii. The Company did not have any material foreseeable lossesin long-term contracts including derivative contractsduring the year ended March 31,2025;
iii. The company has transferred the requisite unpaid amountto the Investor Education and Protection Fund and therewas no pending amount which was required to betransferred to IEPF by the company.
iv. (a) The Management has represented that, to the best of
its knowledge and belief, no funds (which are materialeither individually or in the aggregate) have beenadvanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kindof funds) by the Company to or in any other personor entity, including foreign entity ("Intermediaries”),with the understanding, whether recorded in writingor otherwise, that the Intermediary shall, whether,directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by oron behalf of the Company ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalfof the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best ofits knowledge and belief, no funds (which are materialeither individually or in the aggregate) have beenreceived by the Company from any person or entity,including foreign entity ("Funding Parties”), withthe understanding, whether recorded in writing orotherwise, that the Company shall, whether, directlyor indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalfof the Funding Party ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalfof the Ultimate Beneficiaries;
(c) Based on the audit procedures that have beenconsidered reasonable and appropriate in thecircumstances, nothing has come to our notice that hascaused us to believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as provided under(a) and (b) above, contain any material misstatement.
v. As stated in Note 16 and Note 48 to the standalonefinancial statements
(a) 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, asapplicable.
(b) The Company has not declared and paid any interimdividend during the year.
(c) The Board of Directors of the Company haveproposed final dividend for the year which is subjectto the approval of the members at the ensuingAnnual General Meeting. The amount of dividendproposed is in accordance with section 123 of the Act,as applicable
vi. The reporting under Rule 11(g) of the Companies (Auditand Auditors) Rules, 2014 is applicable from 1 April 2023.Based on our examination which included test checks, theCompany has used accounting softwares for maintainingits books of account, which have a feature of recordingaudit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recordedin the respective software.
Further, for the periods where the audit trail (edit log)facility was enabled and operated throughout the yearfor the respective accounting software, we did notcome across any instance of the audit trail feature beingtempered.
For R.N. Marwah & Co. LLP
Chartered Accountants
(Firm's Registration No. 001211N/N500019)
Sunil Narwal
(Partner)
Membership No.511190
UDIN: UDIN : 25511190BMLXZW2033
Place : Delhi
Date : 17.05.2025