We have audited the standalone financial statements of Adtech Systems Limited (“the Company”), which comprisethe standalone balance sheet as at 31st March 2025, the standalone statement of Profit and Loss (including othercomprehensive income) and the standalone statement of cash flows for the year then ended, and notes to thefinancial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 (the “Act”) in themanner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India, of the state of affairs of the Company as at March 31, 2025, and its profit and other comprehensiveincome, changes in equity and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’sResponsibilities for the Audit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) togetherwith the ethical requirements that are relevant to our audit of the financial statements under the provisions ofthe 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 we have obtained issufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe standalone financial statements of the current period. These matters were addressed in the context of ouraudit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateopinion on these matters.
For each matter below, our description of how our audit addressed the matter is provided in that context. Wehave determined the matters described below to be the key audit matters to be communicated in our report.We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalonefinancial statements section of our report, including in relation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond to our assessment of the risks of material misstatement ofthe standalone financial statements. The results of our audit procedures, including the procedures performedto address the matters below, provide the basis for our audit opinion on the accompanying standalone financialstatements.
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Key Audit Matters
Auditor’s Response
1
PRINCIPAL AUDIT PROCEDURESAccuracy of recognition, measurement,presentation and disclosures of revenues andother related balances in view of adoptionof Ind AS 115 “Revenue from Contracts withCustomers”. The application of the revenueaccounting standard involves certain keyjudgments relating to identification of distinctperformance obligations, determination oftransaction price of the identified performanceobligations, the appropriateness of the basisused to measure revenue recognized overa period. Additionally, revenue accountingstandard contains disclosures which involvescollation of information in respect ofdisaggregated revenue and periods overwhich the remaining performance obligationswill be satisfied subsequent to the balancesheet date.
We assessed the Company’s process to identifythe impact of adoption of the new revenueaccounting standard as applicable to theCompany’s regular revenue stream and newareas of revenue being E-Locker and SolarProjects. Our audit approach consisted testingand evaluating of the design and operatingeffectiveness of the internal controls andsubstantive testing to verify the efficacy ofthese procedures vis-a-vis the adoption of INDAS 115 and we are of the opinion that the sameare adequate to ensure compliance with theprovision of the above standard.
2
EVALUATION OF UNCERTAIN TAX POSITIONSThe Company has material uncertain taxpositions including matters under disputewhich involves significant judgment todetermine the possible outcome of thesedisputes.
We have obtained details of completed taxassessments and demands upto the yearended March 31, 2025 from management. Weinvolved our internal experts to challengethe management’s underlying assumptions inestimating the tax provision and the possibleoutcome of the disputes. Our internal expertsalso considered legal precedence and otherrulings in evaluating management’s positionon these uncertain tax positions. Additionally,we considered the effect of new information inrespect of uncertain tax positions as at March31, 2025 to evaluate whether any change wasrequired to management’s position on theseuncertainties.
3
HIVING OFF OF SOLAR DIVISIONThe company though had resolved to hive offthe Solar Division to an SPV comprising of theCompany and certain individuals representinga group of companies in the same business asJV partners, by an MOU dated 08th December2021 which is under implementation.
We have assessed the process of hiving off.Of the total consideration of Rs.763 lakhs,part of the plant and equipment has alreadybeen transferred to the SPV at agreed values.We have obtained details of the transfersalready done and have found the same to be inaccordance with Shareholders Resolution. Wehave ascertained the situation and have cometo the conclusion that delay on completionis attributable to pending projects currentlytaken up for execution by the Company.
We have determined that there are no other key audit matters to communicate in our report.
The Company’s Management and Board of Directors are responsible for the other information. The other informationcomprises the information included in the Company’s annual report, but does not include the financial statementsand auditor’s report thereon. The Company’s annual report is expected to be made available to us after the dateof this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, orotherwise appears to be materially misstated.
When we read the Company’s annual report, if we conclude that there is a material misstatement therein, we arerequired to communicate the matter to those charged with governance and take necessary actions, as applicableunder the relevant laws and regulations..
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of theAct with respect to the preparation of these standalone financial statements that give a true and fair view of thestate of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error..
In preparing the financial statements, management is responsible for assessing the Company’s ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
Those 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 wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these 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 financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher 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 thatare appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are alsoresponsible for expressing our opinion on whether the company has adequate internal financial controlssystem in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon 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 thata material uncertainty exists, we are required to draw attention in our auditor’s report to the relateddisclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, futureevents 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 thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
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 thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the standalone financial statements of the current period and are therefore thekey audit matters. We describe these matters in our auditor’s report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter should notbe communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on thematters specified in paragraphs 3 and 4 of the Order.
2A. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations 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 by law have been kept by the Company so far as itappears from our examination of those books;
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensiveincome), and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with thebooks of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section133 of the Act.
(e) On the basis of the written representations received from the directors taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director interms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to Standalone FinancialStatements of the Company and the operating effectiveness of such controls, refer to our separate Reportin “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectivenessof the Company’s internal financial controls with reference to Standalone Financial Statements.
2B. 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;
ii. The Company has made provision, as required under the applicable law or accounting standards, for materialforeseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company;
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) bythe Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), withthe understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directlyor indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been receivedby the Company from any person(s) or entity(ies), including foreign entities (“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 ofthe Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (a) and (b) contain any material misstatement.
v. As stated in the Statement of Changes in Equity to the standalone financial statements
(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is inaccordance 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, the Company has used accounting softwares formaintaining its books of account for the financial year ended March 31,2025 which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactionsrecorded in the software. Further, during the course of our audit we did not come across any instance of theaudit trail feature being tampered with.
2C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
We draw attention to the fact that the Company has paid remuneration to the whole-time directors in accordancewith the special resolutions passed at the 30th Annual General Meeting, effective from 1st September 2021, validfor a period of three years pursuant to Schedule V, Part II, Section II of the Companies Act, 2013. However, in thefinancial year 2024-25, due to continued inadequacy of profits beyond the aforementioned three-year period, themanagerial remuneration paid exceeds the limits prescribed under Section 197 of the Companies Act, 2013. Asper the provisions of the Act, the excess remuneration paid shall be refundable to the company by the respectivewhole-time directors within two years of such payment. The company may waive the recovery of such excessamount by passing a special resolution within two years, in accordance with Section 197(10) of the CompaniesAct, 2013.
For Mahesh V & CoChartered AccountantsFirm Registration No. 019108SSd/-
Mahesh VPartner
Membership No. 246289UDIN: 25246289BMHZDB8855
Place: ChennaiDate: 24th May 2025