A. We have audited the accompanyingStandalone Financial Statements of APISIndia Limited ("the Company"), whichcomprise the Balance Sheet as at March31, 2025, the Statement of Profit andLoss (including Other ComprehensiveIncome), the Statement of Changes inEquity and the Statement of Cash Flowsfor the year ended on that date, and asummary of the significant accountingpolicies and other explanatoryinformation (hereinafter referred to as"the Standalone Financial Statements").
B. In our opinion and to the best of ourinformation and according to theexplanations given to us, the aforesaidStandalone Financial Statements give theinformation required by the CompaniesAct, 2013 ("the Act") in the manner sorequired and give a true and fair view inconformity with the Indian AccountingStandards prescribed under section133 of the Act read with the Companies(Indian Accounting Standards) Rules,2015, as amended, ("Ind As") and otheraccounting principles generally acceptedin India, of the state of affairs of theCompany as at March 31, 2025, theprofit and total comprehensive income,changes in equity and its cash flows forthe year ended on that date.
We conducted our audit of the StandaloneFinancial Statements in accordance with theStandards on Auditing specified under section143(10) of the Act (SAs). Our responsibilitiesunder those Standards are further described inthe Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of ourreport. We are independent of the Company inaccordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI)together with the independence requirementsthat are relevant to our audit of the financialstatements under the provisions of the Act andthe Rules made there under, and we have fulfilledour other ethical responsibilities in accordancewith these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion on the StandaloneFinancial Statements.
We draw the attention on the trade receivableamounting to Rs. 213.21 Lakhs which is classifiedas disputed trade receivable-considered good.Management has made a provision of expectedcredit loss on for Rs. 195.87 lakhs on theirforeign debtors that is classified under disputedtrade receivables. However, as explain to us,management is in position to recover the amountand same is also covered under ECGC.
Further, the delays in receipt of proceedsdenominated in foreign currency against exportof goods made by the Company to its overseascustomers aggregating to Rs. 650.06 lakhs as on31 March 2025, beyond the timelines stipulatedunder the Foreign Exchange Management Act,1999. The management of the Company has filedthe necessary applications with the appropriateauthority for condonation of such delays toregularize the default. Pending condonationof such delay by the appropriate authority,management is of the view that the possiblepenalties that may be levied are currentlyunascertainable but would not be material andaccordingly, no consequential adjustments havebeen made to the accompanying statement withrespect to such delay/default.
Our opinion is not modified in respect of theabove.
Key audit matters are those matters that, in ourprofessional judgment, were of most significancein our audit of the Standalone FinancialStatements of the current period. These matterswere addressed in the context of our audit of theStandalone Financial Statements as a whole, andin forming our opinion thereon, and we do not
provide a separate opinion on these matters. Wehave determined that there are no matters to bedescribed as key audit matters.
5. INFORMATION OTHER THAN THESTANDALONE FINANCIAL STATEMENTSAND AUDITOR'S REPORT THEREON
A. The Company's Board of Directors isresponsible for the preparation of theother information. The other informationcomprises the information included in theManagement Discussion and Analysis,Board's Report including Annexure toBoard's Report, Corporate Governanceand Shareholder's Information to theextent applicable, but does not includethe Standalone Financial Statements andour auditor's report thereon. Our opinionon the standalone financial statementsdoes not over the other information andwe do not express any form of assuranceconclusion thereon.
B. In connection with our audit of thefinancial statements, our responsibilityis to read the other information and,in doing so, consider whether the otherinformation is materially inconsistentwith the Standalone Financial Statementsor our knowledge obtained during thecourse of our audit or otherwise appearsto be materially misstated. If, based on thework we have performed, we concludethat there is material misstatement ofthis other information; we are requiredto report that fact. We have nothing toreport in this regard.
6. MANAGEMENT'S RESPONSIBILITYFOR THE STANDALONE FINANCIALSTATEMENTS
A. The Company's Board of Directorsis responsible for the matters statedin section 134(5) of the Act withrespect to the preparation of theseStandalone Financial Statements thatgive a true and fair view of the financialposition, financial performance, totalcomprehensive income, changes inequity and cash flows of the Companyin accordance with the Ind-AS and otheraccounting principles generally acceptedin India. This responsibility also includesmaintenance of adequate accounting
records in accordance with the provisionsof the Act for safeguarding the assetsof the Company and for preventing anddetecting frauds and other irregularities;selection and application of appropriateaccounting policies; making judgmentsand estimates that are reasonable andprudent; and design, implementationand maintenance of adequate internalfinancial controls, that were operatingeffectively for ensuring the accuracyand completeness of the accountingrecords, relevant to the preparation andpresentation of the standalone financialstatements that give a true and fair viewand are free from material misstatement,whether due to fraud or error.
B. In preparing the Standalone FinancialStatements, management is responsiblefor assessing the Company's ability tocontinue as a going concern, disclosing,as applicable, matters related to goingconcern and using the going concernbasis of accounting unless managementeither intends to liquidate the Companyor to cease operations, or has no realisticalternative but to dose.
The Board of Directors is responsiblefor overseeing the Company's financialreporting process.
7. AUDITOR'S RESPONSIBILITY FOR THEAUDIT OF THE STANDALONE FINANCIALSTATEMENTS
A. Our objectives are to obtain reasonableassurance about whether the StandaloneFinancial Statements as a whole arefree from material misstatement,whether due to fraud or error, and toissue an auditor's report that includesour opinion. Reasonable assurance isa high level of assurance, but is not aguarantee that an audit conducted inaccordance with SAs will always detecta material misstatement when it exists.Misstatements can arise from fraud orerror and are considered material if,individually or in the aggregate, theycould reasonably be expected to influencethe economic decisions of users taken onthe basis of these Standalone FinancialStatements.
B. As part of an audit in accordance withSAs, we exercise professional judgmentand maintain professional skepticismthroughout the audit we also :
(i) Identify and assess the risks ofmaterial misstatement of thestandalone financial statements,whether due to fraud or error,design and perform auditprocedures responsive to thoserisks, and obtain audit evidencethat is sufficient and appropriateto provide a basis for our opinion.The risk of not detecting a materialmisstatement resulting from fraudis higher than for one resultingfrom error, as fraud may involvecollusion, forgery, intentionalomissions, misrepresentations, orthe override of internal control.
(ii) Obtain an understanding ofinternal financial controls relevantto the audit in order to design auditprocedures that are appropriate inthe circumstances. Under section143(3)(i) of the Act, we are alsoresponsible for expressing ouropinion on whether the Companyhas adequate internal financialcontrols system in place and theoperating effectiveness of suchcontrols.
(iii) Evaluate the appropriateness ofaccounting policies used and thereasonableness of accountingestimates and related disclosuresmade by management.
(iv) Conclude on the appropriatenessof management's use of thegoing concern basis of accountingand, based on the audit evidenceobtained, whether a materialuncertainty exists related toevents or conditions that maycast significant doubt on theCompany's ability to continue as agoing concern. If we conclude thata material uncertainty exists, weare required to draw attention inour auditor's report to the relateddisclosures in the Standalone
Financial Statements or, if suchdisclosures are inadequate,to modify our opinion. Ourconclusions are based on the auditevidence obtained up to the dateof our auditor's report. However,future events or conditions maycause the Company to cease tocontinue as a going concern.
(v) Evaluate the overall presentation,structure and content of theStandalone Financial Statements,including the disclosures, andwhether the Standalone FinancialStatements represent theunderlying transactions and eventsin a manner that achieves fairpresentation.
C. Materiality is the magnitude ofmisstatements in the StandaloneFinancial Statements that, individuallyOrin aggregate, makes it probable thatthe economic decisions of a reasonablyknowledgeable user of the StandaloneFinancial Statements maybe influenced.We consider quantitative materialityand qualitative factors in (i) planning thescope of our audit work and in evaluatingthe results of our work; and (ii) to evaluatethe effect of any identified misstatementsin the Standalone Financial Statements.
D. We communicate with those chargedwith governance regarding, among othermatters, the planned scope and timing ofthe audit and significant audit findings,including any significant deficiencies ininternal control that we identify duringour audit.
E. We also provide those charged withgovernance with a statement that wehave complied with relevant ethicalrequirements regarding independence,and to communicate with them allrelationships and other matters that mayreasonably be thought to bear on ourindependence, and where applicable,related safeguards.
F. From the matters communicated withthose charged with governance, wedetermine those matters that were ofmost significance in the audit of the
Standalone Financial Statements of thecurrent period and are therefore thekey audit matters. We describe thesematters in our auditor's report unlesslaw or regulation precludes publicdisclosure about the matter or when,in extremely rare circumstances, wedetermine that a matter should not becommunicated in our report because theadverse consequences of doing so wouldreasonably be expected to outweighthe public interest benefits of suchcommunication.
1. As required by Section 143(3) of the Act,based on our audit report we report that:
A. We have sought and obtained allthe information and explanationswhich to the best of our knowledgeand belief were necessary for thepurposes of our audit.
B. In our opinion, proper books ofaccount as required by law relatingto preparation of the aforesaidfinancial statements have beenkept by the Company so far as itappears from our examination ofthose books.
C. The Balance Sheet, the Statementof Profit and Loss includingOther Comprehensive Income,Statement of Changes in Equityand the Statement of Cash Flowsdealt with by this Report are inagreement with the relevantbooks of account maintained forthe purpose of preparation of theaforesaid standalone financialstatements.
D. In our opinion, the aforesaidstandalone financial statementscomply with the "Ind-As" specifiedunder Section 133 of the Act, readwith Rule 7 of the Companies(Accounts) Rules,2014.
E. On the basis of the writtenrepresentations received from thedirectors as on March 31, 2025
taken on record by the Board ofDirectors, none of the directors isdisqualified as on March 31, 2025from being appointed as a directorin terms of Section 164 (2) of theAct.
F. With respect to the adequacy ofthe internal financial controlsover financial reporting of theCompany and the operatingeffectiveness of such controls,refer to our separate Reportin Annexure "A". Our reportexpresses an unmodified opinionon the adequacy and operatingeffectiveness of the Company'sinternal financial controls overfinancial reporting.
G. With respect to the other mattersto be included in the Auditor'sReport in accordance with therequirements of section 197(16) ofthe Act, as amended:
In our opinion and to the best ofour information and according tothe explanations given to us, theremuneration paid by the Companyto its directors during the year is inaccordance with the provisions ofsection 197 of the Act.
H. With respect to the other mattersto be included in the Auditor'sReport in accordance with Rule11 of the Companies (Audit andAuditors) Rules, 2014, as amendedin our opinion and to the best ofour information and according tothe explanations given to us:
i. The Company have pendinglitigations in various matteras reported in Note 30 forwhich management cannotestimate the impact on itsfinancial position and shownas contingent liability.
ii. The Company did not haveany long-term contractsincluding derivative contractsfor which there were anymaterial foreseeable losses.
iii. There were no amountswhich were required to betransferred to the InvestorEducation and ProtectionFund by the Company.
iv. a. The Management has
represented that, to thebest of its knowledgeand belief, no funds(which are materialeither individually or inthe aggregate) have beenadvanced or loaned orinvested (either fromborrowed funds or sharepremium or any othersources or kind of funds)by the Company to orin any other person orentity, including foreignentity ("Intermediaries"),With the understandingwhether recorded inwriting or otherwise,that the Intermediaryshall, whether directly orindirectly lend or invest inother persons or entitiesidentified in any mannerwhatsoever by or onbehalf of the company("ultimate beneficiaries")or provide any guarantee,security or the like onbehalf of the ultimateBeneficiaries;
b. The Management hasrepresented, that, to thebest of its knowledgeand belief, no funds(which are materialeither individually or inaggregate) have beenreceived by companyfrom any person orentity, including foreignentity ("Funding
parties"), with theunderstanding, whetherrecorded in writing orotherwise, that thecompany shall. Whetherdirectly or indirectly, lend
or invest in other personsor entities identified inany manner whatsoeverby or on behalf of theFunding party ("UltimateBeneficiaries") or provideany guarantee, Securityor the like on behalf ofUltimate Beneficiaries;
c. Based on the auditprocedures that havebeen considered
reasonable and
appropriate in thecircumstances, nothinghas come to our noticethat has caused usto believe that therepresentations undersub clause (i) and (ii) ofRule 11(e), as providedunder (a) and (b) above,contain any material mis¬statement.
v. During the year, company hasdeclared or paid dividend onpreference shares during theyear which is in compliancewith section 123 of theCompanies Act, 2013.
vi. Based on our examinationwhich included test checks,performed by us on theCompany have usedaccounting software formaintaining its respectivebooks of account for thefinancial year ended March31, 2025 which has a featureof recording audit trail (editlog) facility and the samehas operated throughoutthe year for all relevanttransactions recorded in thesoftware. Further, during thecourse of audit, we have notcome across any instance ofthe audit trail feature beingtampered with.
As proviso to Rule 3(1) ofthe Companies (Accounts)
Rules, 2014 is applicablefrom 1 April 2023 reportingunder Rule 11(g) of thethe Companies (Audit& Auditors) Rules, 2014on preservation of audittrails as per the statutoryrequirement for recordretention is applicable andpreserved by the companyfor the financial year endedon March 31,2025.
2. As required by the Companies (Auditor'sReport) Order, 2020 ("the Order") issuedby the Central Government in terms ofSection 143(11) of the Act, we give in
"Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of theOrder to the extent applicable.
CA Anil Gupta(Partner)
M. No.088218
UDIN: 25D88218BMKVSP3937