We have audited the accompanying Standalone financial statements of ABM KNOWLEDGEWARE LIMITED (“theCompany”), which comprise the Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, andnotes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatoryinformation (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 Indian Accounting Standards prescribed under section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31,2025, profit and total comprehensiveincome, changes in equity and its 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 (SAs)specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in theAuditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”)together with the ethical requirements that are relevant to our audit of the standalone financial statements under theprovisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thestandalone financial statements of the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinionon these matters. We have determined the matters described below to be the key audit matters to be communicated in ourreports.
Sr. No
Key Audit Matters
How our audit addressed the Key Audit Matter
01
Revenue Recognition(refer to the summary of material accounting policies in point 2.02(b) and the disclosures in note 2.25 of the standalone financial statements)
The Company derives significant portion ofits revenue from long-term projects.Estimation of efforts is a critical estimate todetermine revenues for contract. Thisestimate has a high inherent uncertainty asit requires consideration of progress of thecontract, efforts incurred till date, effortsrequired to complete the remaining contractperformance obligations. Some of thecontracts have complex terms andconditions requiring management analysis,judgement and application of guidance forappropriate recognition of revenue and thecorresponding balances of accountsreceivables, unbilled revenues anddeferred revenues. In consideration ofcertain key judgements and principles usedfor recognition of revenue we haveidentified this matter to be a key auditmatter.
We have performed walkthrough and understood theprocess and tested key controls associated with therevenue recognition process.
We made enquiries of management and analysedcontracts on sample basis to evaluate whether revenuewas recognized in accordance with their terms andconditions.
1. Assessed the Company’s accounting policies relatingto revenue recognition.
2. Checked the revenue recognition from contracts byreading the supporting documents includinginspection of contracts / statement of work/purchaseorders from customers and documents evidencingdelivery, on a test check basis;
3. Checked, pre and post year end, sample of revenuerecognized and agreed with the supportingdocuments;
4. Checked the Standalone Ind AS financial statementdisclosures in this regard.
02
Receivable from Government customers (refer to disclosures in note 2.05 & 2.10 of thestandalone financial statements)
The Gross balance of trade receivables asat March 31, 2025 amounted to INR5,323.90/- Lakhs, which comprises ofreceivable from Government INR5,158.70/- lakhs.
The assessment of the recoverability of thereceivables from the GovernmentCustomers, requires management to makejudgements and estimates to assess thecertainty regarding the recoverability fromGovernment Customer. Accordingly, thishas been identified as a Key Audit Matter.
We evaluated the company’s processes and controls
relating to the monitoring of trade receivables and review of
credit risks of customers.
Our audit procedures include:
1. We evaluated management’s continuous assessmentof the assumption used in the recoverabilityassessment. These considerations include whetherthere are regular receipts from the customers, pastcollection history as well as an assessment of thecustomers’ credit ability to make repayments;
2. We have checked the subsequent collection made fromthe Government debtors and discussed withmanagement the reasons of any long outstandingamounts and correspondences with the customers;
3. We have checked the calculation of delay risk underexpected credit loss model.
4. Evaluated the standalone financial statementdisclosure in this regard.
03
Assessment of fair value of Quoted equity investment and Mutual Fund Investment
(refer to disclosures in note 2.09 of the standalone financial statements- Investment in Quoted
Equity shares and Mutual Fund)
The Company has quoted equity investment
Our audit procedures included the following:
and Quoted Mutual fund as at the Balancesheet date. The investment is carried at fairvalues, a fair valuation is done as per therequirement of Ind AS- 109.
1. Obtained an understanding from the management,assessed and tested the design and operatingeffectiveness of the Company’s key controls overthe fair valuation of quoted equity share and mutual
The Fair value measurement of the Quoted
fund.
equity shares and Quoted Mutual Fund was akey Audit matter because
2. Assessed the carrying value/fair value calculationsof all individually material investments, where
- The value of quoted equity shares and
applicable, to determine whether the valuations
mutual fund is material to the financial
performed by the Company were within an
statements, and
acceptable range determined basis the fair
- As at the Balance sheet date March 31,
valuation reports and statement.
2025, the value of quoted equity shares and
3. Evaluated the adequacy of the disclosures made in
mutual fund is amounted to INR 8819.09/-
the Standalone Financial Statements.
Lakhs representing 49.39% of total currentassets and 37.46 % of total equity. The valueof Quoted Equity shares and Mutual Fundrepresents majority of the balance sheetvalue.
Based on the above procedures performed, we did notidentify any significant exceptions in the management’sassessment in relation to the fair value of quoted equityinvestments and mutual funds.
The Company’s Management and Board of Directors are responsible for the preparation of other information. The otherinformation comprises the information included in the Annual Report, for example Management Discussion and Analysis,Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance andShareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon. TheAnnual report is expected to be made available to us after the date of this our auditor’s report. Our opinion on thestandalone financial statements does not cover the other information and we do not express any form of assuranceconclusion 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 to bematerially misstated.
When we read Annual Report, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charges with governance and take necessary actions as applicable under the relevantlaws and regulations.
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a trueand fair view of the financial position, financial performance including other comprehensive income, changes in equity andcash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, 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 thestandalone financial statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.
In preparing the standalone financial statements, the Management and Board of Director’s 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 the Management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone 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 with SAswill always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers 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:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud orerror, 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 from fraud ishigher 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 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 system (with reference to standalonefinancial statement) 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 management.
• Conclude on the appropriateness of Management and Board of Director use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmay cast 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 the standalonefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause theCompany 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 and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in theStandalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant deficiencies in internal control that we identify during ouraudit.
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 matter communicated with those charge with governance, we determine those matters that were of mostsignificance in audit of standalone financial statement of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law and regulation preclude public disclosure about the matters orwhen, in extremely rare circumstances, we determine that the matters should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
The Ind AS standalone financial statements of the Company for the year ended March 31, 2024, included in thesestandalone financial statements have been audited by predecessor auditor who expressed unmodified opinion on thosefinancial statement on May 24, 2024.
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, 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 and beliefwere 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.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement ofChanges in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31,2025 taken on record bythe Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as adirector in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company’s Internal Financial Controlsover the financial reporting.
(g) In our opinion and to the best of our information and according to the explanations given to us, the managerialremuneration paid or provided by the company to its directors during the year is in accordance with theprovisions of Section 197 read with Schedule V to 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 information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalonefinancial statements. Refer Note 2.32 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.
iii. There has been no delay in transferring amount, required to be transferred to the Investor Education andProtection Fund by the Company.
iv a. The Management has represented that, to the best of it's knowledge and belief, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind 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, whether, directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries;
b. The Management has represented, that, to the best of it’s knowledge and belief, no funds have beenreceived by the company from any person(s) or entity(ies), including foreign entities (“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 by oron behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries;
c. Based on such audit procedures that we have 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. a. The final dividend proposed in the previous year, declared and paid by the Company during the year is in
accordance with Section 123 of the Act, as applicable.
b. 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, where the Company has used accounting softwarefor maintaining its books of accounts for the financial year ended 31st March, 2025 which have a feature of
recording audit trail (edit log) facility and the same has been operated throughout the year for all relevanttransactions recorded in the software system. Further, during the course of our audit we did not come acrossany instance of the audit trail feature being tampered with and the audit trail has been preserved by thecompany, as per statutory requirements for record retention.
Rajesh Agrawal
For A P Sanzgiri & Co partner
Date: May 23, 2025 Chartered Accountants Membership No: 111207
Place: Mumbai Firm Reg. No. 116293W UDIN:25111207BMKSMC3807