1. We have audited the accompanying standalone financial statements of Adroit Infotech Limited ('the Company'), which comprisethe Balance Sheet as at 31 March 2025, the Statement of Profit and Loss including Other Comprehensive Income, the Statementof Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements,including material accounting policy information and other explanatory information.
2. 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 ('the Act') in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards ('Ind AS') specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state ofaffairs of the Company as at 31 March 2025, and its profit including other comprehensive income, its cash flows and the changesin equity for the year ended on that date.
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Ourresponsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of thefinancial statements 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 we haveobtained is sufficient and appropriate to provide a basis for our opinion.
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters were addressed in the context of our audit of the financial statements asa whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr.no
Key Audit Matter
1
Revenue recognition
The Company's contracts with customers include contracts with multiple products and services. The Company derivesrevenues from IT services comprising software consulting and package implementation, maintenance and businessprocess management services. The Company assesses the services promised in a contract and identifies distinctperformance obligations in the contract. Identification of distinct performance obligations to determine the deliverablesand the ability of the customer to benefit independently from such deliverables involves significant judgment.
In certain integrated services arrangements, contracts with customers include subcontractor services or third-partyvendor equipment or software. In these types of arrangements, revenue from sales of third-party vendor products orservices is recorded net of costs when the Company is acting as an agent between the customer and the vendor andgross when the Company is the principal for the transaction. In doing so, the Company first evaluates whether it controlsthe products or service before it is transferred to the customer. The Company considers whether it has the primaryobligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether it controls theproducts or service and therefore, is acting as a principal or an agent.
Fixed price maintenance revenue is recognized rate ably either on (1) a straight-line basis when services are performedthrough an indefinite number of repetitive acts over a specified period or (2) using a percentage of completion methodwhen the pattern of benefits from the services rendered to the customer and the Company's costs to fulfil the contract is
not even through the period of contract because the services are generally discrete in nature and not repetitive. The useof method to recognize the maintenance revenues requires judgment and is based on the promises in the contract andnature of the deliverables.
As certain contracts with customers involve management's judgment in (1) identifying distinct performance obligations,(2) determining whether the Company is acting as a principal or an agent and (3) whether fixed price maintenancerevenue is recognized on a straight-line basis or using the percentage of completion method, revenue recognition fromthese judgments were identified as a key audit matter and required a higher extent of audit effort. Refer relevant Notesto the standalone financial statements
Auditor's Response
Principal Audit Procedures Performed
Our audit procedures related to the (1) identification of distinct performance obligations, (2) determination of whetherthe Company is acting as a principal or agent and (3) whether fixed price maintenance revenue is recognized on astraight-line basis or using the percentage of completion method included the following, among others:
• We tested the effectiveness of controls relating to the (a) identification of distinct performance obligations, (b)determination of whether the Company is acting as a principal or an agent and (c) determination of whether fixed pricemaintenance revenue for certain contracts is recognized on a straight-line basis or using the percentage of completionmethod.
• We selected a sample of contracts with customers and performed the following procedures: -
Obtained and read contract documents for each selection, including master service agreements, and other documentsthat were part of the agreement.
Identified significant terms and deliverables in the contract to assess management's conclusions regarding the (i)identification of distinct performance obligations (ii) whether the Company is acting as a principal or an agent and (iii)whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completionmethod.
2.
Revenue recognition - Fixed price contracts using the percentage of completion method
Fixed price maintenance revenue is recognized rateably either (1) on a straight-line basis when services are performedthrough an indefinite number of repetitive acts over a specified period or (2) using a percentage of completion methodwhen the pattern of benefits from services rendered to the customer and the Company's costs to fulfil the contract is noteven through the period of contract because the services are generally discrete in nature and not repetitive. Revenuefrom other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time isrecognized using the percentage-of-completion method.
Use of the percentage-of-completion method requires the Company to determine the actual efforts or costs expended todate as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used tomeasure progress towards completion as there is a direct relationship between input and productivity. The estimation oftotal efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect anychanges based on the latest available information. Provisions for estimated losses, if any, on uncompleted contracts arerecorded in the period in which such losses become probable based on the estimated efforts or costs to complete thecontract.
We identified the estimate of total efforts or costs to complete fixed price contracts measured using the percentage ofcompletion method as a key audit matter as the estimation of total efforts or costs involves significant judgement and isassessed throughout the period of the contract to reflect any changes based on the latest available information. Thisestimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts or costs incurredtodate and estimates of efforts or costs required to complete the remaining contract performance obligations over the
term of the contracts.
This required a high degree of auditor judgment in evaluating the audit evidence and a higher extent of audit effort toevaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts. Referrelevant notes to the standalone financial statements.
Our audit procedures related to estimates of total expected costs or efforts to complete for fixed-price contractsincluded the following, among others:
• We tested the effectiveness of controls relating to (1) recording of efforts or costs incurred and estimation of efforts orcosts required to complete the remaining contract performance obligations and (2) access and application controlspertaining to time recording, allocation and budgeting systems which prevents unauthorised changes to recording ofefforts incurred.
• We selected a sample of fixed price contracts with customers measured the using percentage-of-completion methodand performed the following:
- Evaluated management's ability to reasonably estimate the progress towards satisfying the performance obligation bycomparing actual efforts or costs incurred to prior year estimates of efforts or costs budgeted for performanceobligations that have been fulfilled.
- Compared efforts or costs incurred with Company's estimate of efforts or costs incurred to date to identify significantvariations and evaluate whether those variations have been considered appropriately in estimating the remaining costsor efforts to complete the contract.
- Tested the estimate for consistency with the status of delivery of milestones and customer acceptances and sign offfrom customers to identify possible delays in achieving milestones, which require changes in estimated costs or efforts tocomplete the remaining performance obligations.
6. The Company's Board of Directors are responsible for the other information. The other information comprises the informationincluded in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the standalone financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, weconclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing toreport in this regard.
7. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company'sBoard of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view of the financial position, financial performanceincluding other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specifiedunder section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of theCompany 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; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
8. In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible for overseeing the Company's financial reporting process.
10. Our objectives are to obtain reasonable assurance about whether the 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 ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will alwaysdetect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design andperform 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 resultingfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate inthe circumstances Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements in place and the operatingeffectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management;
• Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt onthe Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required todraw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whetherthe financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branches or thebusiness activities within the Company to express an opinion on the financial statements. We are responsible for thedirection, supervision and performance of the audit of financial statements of the Company and such branches included inthe financial statements, of which we are the independent auditors. For the other branches included in the financialstatements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction,supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication.
15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directorsduring the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
16. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extentapplicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit of the accompanying standalone financial statements;
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. Further, the back-up of the books of accounts and other books and papers of the Companymaintained in electronic mode has not been maintained on servers physically located in India, on Daily Basis.;
c) The standalone financial statements dealt with by this report are in agreement with the books of account;
d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, noneof the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we haveexpressed an unmodified opinion; and
g) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Auditand Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanationsgiven to us:
i. the Company does not have any pending litigation which would impact its financial position as at 31 March 2025;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses as at 31 March 2025;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by theCompany during the year ended 31 March 2025;
a. The management has represented that, to the best of its knowledge and belief, no funds have been advancedor loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds)by the Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries'), with theunderstanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the UltimateBeneficiaries;
b. The management has represented that, to the best of its knowledge and belief, no funds have been received bythe Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with theunderstanding, whether recorded in writing or otherwise, that the Company shall, whether directly orindirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe that the management representations under sub¬clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2025.
vi. Based on our examination which included test checks, the Company, in respect of financial year commencing on or after1 April 2024, has used an accounting software Tally software which is operated by a third party software service providerfor maintaining its books of account and in absence of an 'Independent Service Auditor's Assurance Report on theDescription of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with SAE 3402,Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature ofthe said software was enabled and operated throughout the year for all relevant transactions recorded in the softwareor whether there were any instances of audit trail feature being tampered with.
Chartered Accountants
Firm's Registration No.: 006186S
Sd./-
Kandarp Kumar Dudhoria
Partner
Membership No.: 228416
UDIN: 25228416BMONTY3524
Place: Hyderabad
Date: 22 May 2025