To the Members of Adtech Systems Limited
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the standalone nancial statements of Adtech Systems Limited ("the Company"), which comprise the standalone balance sheet as at 31st March 2025, the standalone statement of Pro t and Loss (including other comprehensive income) and the standalone statement of cash ows for the year then ended, and notes to the nancial statements, including a summary of signi cant 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 aforesaid standalone nancial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its pro t and other comprehensive income, changes in equity and its cash ows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing (SAs) speci ed under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of 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 nancial statements under the provisions of the Act and the Rules made thereunder, and we have ful lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the standalone nancial statements of the current period. These matters were addressed in the context of our audit of the nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.
We have ful lled the responsibilities described in the Auditors responsibilities for the audit of the standalone nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone nancial statements.
Sl.No Key Audit Matters |
Auditors Response |
PRINCIPAL AUDIT PROCEDURES | We assessed the Companys process to identify |
Accuracy of recognition, measurement, | the impact of adoption of the new revenue |
presentation and disclosures of revenues and | accounting standard as applicable to the |
other related balances in view of adoption | Companys regular revenue stream and new |
of Ind AS 115 "Revenue from Contracts with | areas of revenue being E-Locker and Solar |
Customers". The application of the revenue | Projects. Our audit approach consisted testing |
accounting standard involves certain key | and evaluating of the design and operating |
judgments relating to identi cation of distinct | effectiveness of the internal controls and |
performance obligations, determination of | substantive testing to verify the ef cacy of |
1 transaction price of the identi ed performance | these procedures vis-a-vis the adoption of IND |
obligations, the appropriateness of the basis | AS 115 and we are of the opinion that the same |
used to measure revenue recognized over | are adequate to ensure compliance with the |
a period. Additionally, revenue accounting | provision of the above standard. |
standard contains disclosures which involves | |
collation of information in respect of | |
disaggregated revenue and periods over | |
which the remaining performance obligations | |
will be satis ed subsequent to the balance | |
sheet date. | |
We have obtained details of completed tax | |
assessments and demands upto the year | |
ended March 31, 2025 from management. We | |
involved our internal experts to challenge | |
the managements underlying assumptions in | |
EVALUATION OF UNCERTAIN TAX POSITIONS | |
estimating the tax provision and the possible | |
The Company has material uncertain tax | |
outcome of the disputes. Our internal experts | |
positions including matters under dispute | |
2 | also considered legal precedence and other |
which involves signi cant judgment to | |
rulings in evaluating managements position | |
determine the possible outcome of these | |
on these uncertain tax positions. Additionally, | |
disputes. | |
we considered the effect of new information in | |
respect of uncertain tax positions as at March | |
31, 2025 to evaluate whether any change was | |
required to managements position on these | |
uncertainties. | |
We have assessed the process of hiving off. | |
Of the total consideration of Rs.763 lakhs, | |
HIVING OFF OF SOLAR DIVISION | part of the plant and equipment has already |
The company though had resolved to hive off | been transferred to the SPV at agreed values. |
the Solar Division to an SPV comprising of the | We have obtained details of the transfers |
3 Company and certain individuals representing | already done and have found the same to be in |
a group of companies in the same business as | accordance with Shareholders Resolution. We |
JV partners, by an MOU dated 08th December | have ascertained the situation and have come |
2021 which is under implementation. | to the conclusion that delay on completion |
is attributable to pending projects currently | |
taken up for execution by the Company. |
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON:
The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the nancial statements and auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.
Our opinion on the standalone nancial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone nancial statements, our responsibility is to read the other information identi ed above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone nancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations..
RESPONSIBILITIES OF MANAGEMENTS AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS:
The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone nancial statements that give a true and fair view of the state of affairs, pro t/ loss and other comprehensive income, changes in equity and cash ows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) speci ed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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; and design, implementation and maintenance of adequate internal nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..
In preparing the nancial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the companys nancial reporting process.
AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the standalone nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 SAs will always detect 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 in uence the economic decisions of users taken on the basis of these nancial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting 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 that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal nancial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signi cant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. 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 nancial statements, including the disclosures, and whether the nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi cant audit ndings, including any signi cant de ciencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may 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 of most signi cance in the audit of the standalone nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene ts of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters speci ed 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 and belief 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 it appears from our examination of those books;
(c) The Standalone Balance Sheet, the Standalone Statement of Pro t and Loss (including other comprehensive income), and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone nancial statements comply with the Ind AS speci ed under Section
133 of the Act.
(e) On the basis of the written representations received from the directors taken on record by the Board of
Directors, none of the directors is disquali ed as on March 31, 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 nancial controls with reference to Standalone Financial
Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodi ed opinion on the adequacy and operating effectiveness of the Companys internal nancial controls with reference to Standalone Financial Statements. 2B. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its nancial position in its standalone nancial statements; ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable 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 and
Protection 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) 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 the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries; b) The management has represented that, to the best of its knowledge and belief, no funds have been received 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 identi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries; and c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement. v. As stated in the Statement of Changes in Equity to the standalone nancial statements (a) The nal 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 nal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the nancial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
2C. With respect to the matter to be included in the Auditors 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 accordance with the special resolutions passed at the 30th Annual General Meeting, effective from 1st September 2021, valid for a period of three years pursuant to Schedule V, Part II, Section II of the Companies Act, 2013. However, in the nancial year 2024-25, due to continued inadequacy of pro ts beyond the aforementioned three-year period, the managerial remuneration paid exceeds the limits prescribed under Section 197 of the Companies Act, 2013. As per the provisions of the Act, the excess remuneration paid shall be refundable to the company by the respective whole-time directors within two years of such payment. The company may waive the recovery of such excess amount by passing a special resolution within two years, in accordance with Section 197(10) of the Companies Act, 2013.
For Mahesh V & Co Chartered Accountants Firm Registration No. 019108S
Sd/-
Mahesh V Partner
Membership No. 246289
UDIN: 25246289BMHZDB8855
Place: Chennai Date: 24th May 2025
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date)
In terms of the information and according to the explanations sought by us and provided by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: i. In respect of the Companys property, plant and equipment, right-of-use assets and intangible assets: a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. b) The Company does not have any intangible assets. c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical veri cation of its Property, Plant and Equipment by which all property, plant and equipment are veri ed in a periodical manner. In our opinion, this periodicity of physical veri cation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such veri cation. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties disclosed in the standalone Ind AS
nancial statements are held in the name of the Company except the property at T C 5/2523, Golf Links Road, Kowdiar PO, Trivandrum 695 003 in which the Company has entered into an agreement with M/s Star Micronix, a rm in which the Directors are interested, for the purchase of xed assets of Star Micronix and an advance of Rs. 33.06 lakhs has been made. The Company is in possession of the said xed assets and the same has been mortgaged with M/s State Bank of India as collateral security for the cash credit facility availed by the Company, though the same is yet to be registered in the Companys name. e) The Company has not revalued its Property, Plant and Equipment during the year. f) According to the information and explanation given to us, no proceeding has been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. ii. In respect of Inventories: a) As explained to us, inventories have been physically veri ed by the management at regular intervals during the year. In our opinion, the frequency of such veri cation is reasonable and procedures and coverage as followed by management were appropriate. In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical veri cation of stocks by the management as compared to book records. b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of 5 crore rupees, in aggregate, from banks or nancial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements led by the Company with such banks or nancial institutions are in agreement with the books of account of the Company. iii. According to in the information and explanations given to us, the Company, during the year, has not made investments in, provided any guarantee or security or granted any loans or advances, in the nature of loan, secured or unsecured, to companies, rms, limited liability partnership or any other parties in the register maintained under Section 189 of the Companies Act, 2013. Hence, we have nothing to report under subclause (a) to (f) of this clause. iv. (a) Since the company has not granted any loans to parties in the register maintained under Section 189 of the Companies Act, 2013, (except trade advances to M/s. Southern Floating Solar Pvt Ltd pursuant to
Shareholders resolutions where Director is interested) the question of receipt of principal and interest regularly is not applicable.
(b) Since no loans have been granted as above, there is no overdue amount and question of reasonable steps taken by the company to recover principal and interest does not arise.
(c) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013, as applicable, in respect of loans, investments, guarantees and security. v. According to the information and explanations given to us, the Company has not accepted deposits or amounts which are deemed to be deposits during the year and therefore, the provisions of this clause is not applicable to the Company. vi. The company is not prescribed to maintain the cost records as prescribed under Companies (Cost Records and Cost Audit) Rules, 2014 and hence this clause is not applicable. vii. According to information and explanations given to us, in respect of statutory dues: a) the Company is regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. b) We report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
Amount | ||||
Nature of Dues and nancial year | Forum where dispute | Security Deposit | ||
Name of the Statute |
involved in Rs | |||
to which it pertains | is pending | made in Rs 000s | ||
000s | ||||
Central Sales |
||||
Central Sales Tax and interest for 2012-13 | DC (Appeals), Tvm | 1884.00 | 715.00 | |
Tax Act, 1956 |
||||
Kerala VAT Act, 2003 |
Kerala Value Added Tax and interest for FY 2012-13 | High Court of Kerala | 31380.00 | 927.00 |
Kerala VAT Act, 2003 |
Kerala Value Added Tax and Interest for FY 2013-14 | DC (Appeals),Tvm | 4354.00 | 871.00 |
Central Sales |
Proposes to avail | |||
Central Sales Tax and interest for 2013- 14 | 263.00 | 0.00 | ||
Tax Act, 1956 |
amnesty scheme | |||
Central Sales |
Proposes to avail | |||
Central Sales Tax and interest for 2015- 16 | 24.00 | 0.00 | ||
Tax Act, 1956 |
amnesty scheme | |||
Kerala VAT Act, 2003 |
Kerala Value Added Tax and interest for FY 2015-16 | DC(Appeals)Tvm | 6097.00 | 0.00 |
Central Sales |
Proposes to avail | |||
Central Sales Tax and interest for 2016- 17 | 66.00 | 0.00 | ||
Tax Act, 1956 |
amnesty scheme | |||
Kerala VAT Act, 2003 |
Kerala Value Added Tax and interest for FY 2016-17 | DC (Appeals), Tvm | 4355.00 | 0.00 |
Penalty imposed by Intelligence Of cer on raid for | ||||
Kerala VAT Act 2003 |
High Court of Kerala | 163822.00 | 0.00 | |
2012-13, 2013-14 and 2014-15 | ||||
TOTAL | 2,12,245.00 | 2,513.00 |
viii.According to the information and explanation given to us, there were no transactions that were not recorded in books was surrendered or disclosed as income during the year in the tax assessments under Income Tax Act 1961. ix. a) According to the information and explanations given to us, the Company has not defaulted in the repayment of loans or other borrowings or in payment of interest thereon to any lender. b) According to the information and explanation given to us, the Company has not been declared as a willful defaulter by any bank or nancial institutions or any other lender. c) In our opinion and according to the information and explanations given to us by the management, the Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of the Order is not applicable d) According to the information and explanation given to us, and on an overall examination of the standalone nancial statements of the Company no short-term loans were raised during the year. e) According to the information and explanation given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. f) According to the information and explanation given to us, the Company has not raised any loans during the year on pledge of securities held in its subsidiaries, joint ventures or associate companies. x. a) According to the information and explanation given to us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause
3(x)(a) of the order is not applicable. b) The Company has made private placement of Non-convertible Redeemable Cumulative Preference Shares during the year and the requirements of Section 42 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised. Accordingly, clause
3(x)(b) of the order is not applicable. xi. a) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the year. b) According to the information and explanation given to us, during the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been led by cost auditor/ secretarial auditor or by us in
Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government. c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures. xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company. xiii.In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone nancial statements as required by the applicable accounting standards. xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit. xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. xvi. (a) & (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly, clause 3(xvi)(a) & 3(xvi)(b) of the Order is not applicable (c) & (d) In our opinion, according to the information, representation and explanations given to us, the Company is not a Core Investment Company as per the de nition contained in the Core Investment Company (Reserve Bank) Directions 2016. Accordingly, clause 3(xvi)(c) & 3(xvi)(d) of the Order is not applicable. xvii. The Company has not incurred cash losses in the nancial year or in the immediately preceding nancial year. xviii. During the year under review, the statutory auditors resigned from their position. According to the information and explanations sought by us and provided by the previous statutory auditors, there are no issues, objections or concerns made. xix. According to the information and explanations given to us and on the basis of the nancial ratios, ageing and expected dates of realization of nancial assets and payments of nancial liabilities, other information accompanying the nancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. According to the information and explanation given to us and based on our examination of the books of accounts, provisions of Section 135 of the Act are not applicable to the Company and hence, reporting of compliance under Section 135(5) of the Act 2013 under this clause is not applicable.
For Mahesh V & Co Chartered Accountants Firm Registration No. 019108S
Sd/-
Mahesh V Partner
Membership No. 246289
UDIN: 25246289BMHZDB8855
Place: Chennai Date: 24th May 2025
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2A(f) under Report on Other Legal and Regulatory Requirements of our report of even date)
Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")
Opinion
We have audited the internal nancial controls with reference to Standalone Financial Statements of Adtech Systems Limited (the "Company") as of March 31, 2025 in conjunction with our audit of the Standalone Financial
Statements of the Company for the year ended on that date.
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal nancial controls with reference to Standalone Financial Statements and such internal nancial controls with reference to Standalone Financial Statements were operating effectively as at March 31, 2025, based on the criteria for internal nancial control with reference to Standalone Financial
Statements established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
Managements Responsibility for Internal Financial Controls
The Companys Management and the Board of Directors are responsible for establishing and maintaining internal nancial controls with reference to Standalone Financial Statements based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal nancial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal nancial controls with reference to Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls with reference to Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal nancial controls with reference to Standalone Financial Statements included obtaining an understanding of internal nancial controls with reference to Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, is suf cient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls with reference to Standalone Financial Statements.
Meaning of Internal Financial Controls with reference to Standalone Financial Statements
A companys internal nancial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control with reference to Standalone Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the nancial statements.
Inherent Limitations of Internal Financial Controls with reference to
Standalone Financial Statements
Because of the inherent limitations of internal nancial controls over nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal nancial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For Mahesh V & Co Chartered Accountants Firm Registration No. 019108S
Sd/-
Mahesh V Partner
Membership No. 246289
UDIN: 25246289BMHZDB8855
Place: Chennai Date: 24th May 2025
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.