We have audited the accompanying Standalone FinancialStatements of Vertex Securities Limited (“the Company”), whichcomprise the Balance Sheet as at March 31,2025, the Statementof Profit and Loss (including Other Comprehensive Income), theStatement of Changes in Equity and the Statement of Cash Flowsfor the year then ended, and notes to the Standalone FinancialStatements including a summary of material accounting policiesand other explanatory information (hereinafter referred to as“Standalone Financial Statements”).
In our opinion and to the best of our information and according tothe explanations given to us, the aforesaid Standalone FinancialStatements give the information required by the Companies Act,2013 (“the Act”) in the manner so required and give a true andfair view in conformity with the accounting principles generallyaccepted in India including the Indian Accounting Standards(“Ind AS”) prescribed under section 133 of the Act, of the stateof affairs of the Company as at March 31, 2025, and its loss(including other comprehensive income), changes in equity andits cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statementsin accordance with Standards on Auditing (“SAs”) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (“ICAI”) together withthe ethical requirements that are relevant to our audit of theStandalone Financial Statements under the provisions of the Actand the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and theICAI’s Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis forour audit opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the StandaloneFinancial Statements of the current period. These matters wereaddressed in the context of our audit of the Standalone FinancialStatements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key auditmatters to be communicated in our report.
How our Audit addressed the key audit matter
Impairment of financial assets as at balance sheet date (expected credit losses) (Refer Note No. 5 to the standalone financial statements).
Ind AS 109 requires the Company to provide forimpairment of its financial assets using the ExpectedCredit Loss (ECL) approach.
The Company recognises lifetime ECL from initialrecognition of trade receivables by using a provisionmatrix based on the Company’s historical credit lossexperience, adjusted for factors that are specific tothe debtors, general economic conditions and anassessment of both the current as well as the forecastdirection of conditions at the reporting date, includingtime value of money where appropriate.
In the process, a significant degree of judgment hasbeen applied by the Management for:
> Staging of Trade Receivables [i.e. classificationin ‘significant increase in credit risk’ (‘SICR’) and‘default’ categories];
> Grouping of receivables based on homogeneity byusing appropriate statistical techniques;
> Determining macro-economic factors impactingcredit quality of receivables;
In view of the high degree of Management’s judgmentinvolved in estimation of ECL it is a key audit matter.
The procedures performed by us included the following:
1. Understood and evaluated the design and tested the operatingeffectiveness of the key controls put in place by the Company’sManagement over the:
a. Assumptions used in the calculation of ECL and its various aspects
b. Completeness and accuracy of source data used by the Managementin the ECL computation;
c. Understanding ECL methodology and models through theCompany’s governance framework; and
d. Computation of ECL.
2. Assessed the Company’s accounting policy in respect of loans andrelated ECL provisioning for compliance with Ind AS 109 ‘FinancialInstruments’.
3. Assessed the criteria for staging of receivables based on their past-due status to check compliance with requirement of Ind AS 109. Testeda sample of performing (stage 1) receivables to assess whether anySICR or loss indicators were present requiring them to be classifiedunder stage 2 or 3.
4. Tested, on a sample basis, the completeness and accuracy of thesource data used.
5. Obtained an ageing report and tested the accuracy by checking theageing of select items on a sample basis.
6. Recomputed the impairment loss allowance for a sample of loansspread across the portfolios, to check the arithmetical accuracy andcompliance with the ECL methodology of the Company.
7. Evaluated the adequacy of presentation and disclosures in relation toimpairment loss allowance in the financial statements.
Emphasis of Matter
We draw attention to Note No. 5 to the Standalone FinancialStatements wherein the Company has provided for impairmentlosses of Rs. 198.42 lacs on trade receivables as on March 31st,2025.
Our opinion is not modified in respect of the above matter.Other Matter
The audit of Standalone Financial Statements for the year endedMarch 31,2024 was carried out and reported by S S Khan & Co,Chartered Accountants who has expressed unmodified opinionvide their audit report dated April 30, 2024, whose audit reporthave been furnished to us and which have been relied upon byus for the purpose of our audit of the financial statements.
Our opinion is not modified in respect of the above matter.
Information other than the Financial Statements andAuditor’s Report thereon
The Company’s Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Board’s Report, but does not include theStandalone Financial Statements, and our auditor’s reportthereon.
Our opinion on the Standalone Financial Statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the Standalone Financial Statementsor our knowledge obtained in the audit or otherwise appears tobe materially misstated.
When we read such other information, if we conclude thatthere is a material misstatement therein, we are required tocommunicate the matter to those charged with governanceand to comply with the relevant applicable requirements of thestandard on auditing for auditor’s responsibility in relation to otherinformation in documents containing audit of the StandaloneFinancial Statements. We have nothing to report in this regard.
Responsibilities of Management and Those Charged withGovernance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true andfair view of the financial position, financial performance includingother comprehensive income, changes in equity and cash flowsof the Company in accordance with the accounting principlesgenerally accepted in India, including Ind AS prescribedunder section 133 of the Act, read with the Companies (IndianAccounting Standards) Rules, 2015, as amended.
This responsibility also includes:
i. maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities;
ii. selection and application of appropriate accounting policies;
iii. making judgments and estimates that are reasonable andprudent;
iv. and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively forensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of theStandalone Financial Statements that give a true and fairview and are free from material misstatement, whether dueto fraud or error.
In preparing the Standalone Financial Statements, managementis responsible for assessing the Company’s ability to continueas a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
Those charged with governance are also responsible foroverseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance about whetherthe Standalone Financial Statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of theseStandalone Financial Statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of theStandalone Financial Statements, whether due to fraud orerror, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control;
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls;
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management;
• Conclude on the appropriateness of management’s use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significantdoubt on the Company’s ability to continue as a goingconcern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor’s report to therelated disclosures in the Standalone Financial Statementsor, if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtainedup to the date of our auditor’s report. However, future eventsor conditions may cause the Company to cease to continueas a going concern; and
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of theaudit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Standalone Financial Statementsfor the year ended March 31, 2025 and are therefore the keyaudit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor’s Report) Order,2020 (“the Order”) issued by the Central Government of Indiain terms of section 143(11) of the Act, we give in “AnnexureA”, a statement on the matters specified in paragraphs 3and 4 of the Order, to the extent applicable.
2) As required by section 143(3) of the Act, we report, to theextent applicable, that:
a. We have sought and obtained all the information andexplanations 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 bylaw have been kept by the Company so far as it appearsfrom our examination of those books;
c. The Balance Sheet, the Statement of Profit andLoss (including Other Comprehensive Income), theStatement of Changes in Equity and the Statement ofCash Flows dealt with by this report are in agreementwith the books of account;
d. In our opinion, the aforesaid Standalone FinancialStatements comply with the Ind AS prescribed undersection 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, as amended;
e. On the basis of the written representations receivedfrom the directors as on March 31,2025, and taken onrecord by the Board of Directors, none of the directors isdisqualified as on March 31,2025 from being appointedas a director in terms of section 164(2) of the Act;
f. With respect to the adequacy of the internal financialcontrols with reference to these Standalone FinancialStatements of the Company and the operatingeffectiveness of such controls, refer to our separatereport in “Annexure B” to this report;
g. In our opinion and to the best of our informationand according to the explanations given to us, theremuneration paid/ provided by the Company to its
directors during the year is in accordance with theprovisions of section 197 read with Schedule V of theAct;
h. The preservation relating to the maintenance ofaccounts and other matters connected therewith areas stated in paragraph (b) above on reporting underSection 143(3)(b) and paragraph (vii) below on reportingunder Rule 11(g).
i. With respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of ourinformation and according to the explanations given tous:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its StandaloneFinancial Statements - Refer Note 30 on ContingentLiabilities to the Standalone Financial Statements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses;
iii. There were no amounts which were required to betransferred to the Investor Education and ProtectionFund by the Company;
v. A) The management has represented to us that,
to the best of their knowledge and belief, nofunds have been advanced or loaned orinvested (either from share premium or anyother sources or kind of funds) by the companyto or in any other persons or entities, includingforeign entities (“Intermediaries”), with theunderstanding, whether recorded in writing orotherwise, that the Intermediary shall, whether,directly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the company(“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries;
B) The management has represented that, tothe best of its knowledge and belief to theStandalone Financial Statements no fundshave been received by the Company from anyperson or entity, including foreign entities (“theFunding Parties”), with the understanding,whether recorded in writing or otherwise,
that the Company shall, whether directly orindirectly, lend or invest in other persons orentities identified in any manner whatsoeverby or on behalf of the Funding Party (‘UltimateBeneficiaries’) or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries; and
C) Based on such audit procedures performedas considered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that themanagement representations under subclause(a) and (b) contain any material misstatement;
v. The company had not declared any dividend duringthe financial year ended March 31,2025.
vi. Based on our examination which included testchecks, the Company has used accountingsoftware for maintaining its books of account,which have a feature of recording audit trail (editlog) facility and the same has operated throughoutthe year for all relevant transactions recorded inthe respective software. Further, for the periodswhere audit trail (edit log) facility was enabled andoperated throughout the year for the respectiveaccounting software, we did not come across anyinstance of the audit trail feature being tamperedwith.
vii. Based on our examination which included testchecks, we have verified the preservation of theaudit trail in accordance with Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014, asamended. The Company has retained the audittrail for the prior year as per statutory recordretention requirements.
For Deoki Bijay & CoChartered Accountants
ICAI Firm Registration No. - 313105E
Sd/-
CA Sushil Kumar Agrawal
Partner
ICAI Membership No. 059051UDIN: - 25059051BMOZWK1005
Place: KolkataDate: April 30, 2025