We have audited the accompanying standalone financia
statements of Triton Valves Limited (the "Company")
which comprise the Balance Sheet as at March 31, 2025
and the Statement of Profit and Loss (including Othei
Comprehensive Income), the Statement of Cash Flows anc
the Statement of Changes in Equity for the year ended or
that date, and notes to the financial statements, including
a summary of material accounting policies and othei
explanatory information.
In our opinion and to the best of our information am
according to the explanations given to us the aforesaid
standalone financial 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 Indian Accounting Standards
prescribed under section 133 of the Act, ("Ind AS") am
other accounting principles generally accepted in India, o
the state of affairs of the Company as at March 31, 2025
and its profit, total comprehensive income, its cash flows
and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing ("SA"s) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor's
Responsibility for the Audit of the Standalone 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
standalone financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.
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Sr. No. Key Audit Matter
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Auditor's Response
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1 Impairment assessment of investments in, loans to and
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Principal audit procedures performed:
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interest receivable from subsidiaries:
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• Evaluated the design, implementation and tested the
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Investments in, loans to and interest receivable from
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operating effectiveness of relevant internal controls
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subsidiaries are accounted for at cost less impairment,
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relating to impairment assessment of investment in,
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where applicable, in the Company's standalone financial
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loans to and interest receivable from subsidiaries.
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statements.
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• Evaluated the objectivity and independence of the
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Investments and loans are tested for impairment, if
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specialist engaged by the Company and reviewed the
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impairment indicators exist. If such indicators exist,
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valuation report issued by such specialist.
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the recoverable amounts of the investments in, loans to
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• Evaluated the reasonableness of key assumptions
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and interest receivable from subsidiaries are estimated
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relating to estimated revenue growth rates, Profit After
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in order to determine the extent of the impairment loss,
if any. Any such impairment loss is recognised in the
Statement of Profit and Loss.
During the current year, based on identified impairment
indicators, management has carried out impairment
assessment by comparing the carrying value of these
investments in, loans to and interest receivable from
subsidiaries to their recoverable amount to determine
whether an impairment was required to be recognized.
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Tax (PAT) used in discounted cash flow projection.
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Sr. No. Key Audit Matter
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Auditor's Response
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For impairment testing, management determines
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• We have used our valuation specialists to assess
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recoverable amount, using discounted cash flow
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overall reasonableness of the assumptions used
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projections and accordingly the management has
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particularly those relating to the weighted average
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obtained enterprise value of the subsidiary companies
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cost of capital and terminal growth rate and
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from independent valuation experts for investments, loans
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appropriateness of the valuation model used.
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and interest receivable on loans from the subsidiaries.
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• Performed sensitivity analysis on the key assumptions
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We considered the assumptions relating to terminal
growth rate, weighted average cost of capital, estimated
revenue growth rate, and estimated operating margins
used in forecasted future cash flows prepared by the
management for estimation of recoverable amount in
respect of investments, loans and interest receivable on
such loans of ' 2,519.61 Lakhs in Triton Valves Futuretech
Private Limited (wholly owned subsidiary) and loans
of ' 3,305.36 Lakhs in Triton Valves Climatech Private
Limited (wholly owned subsidiary) as a key audit matter
due to the significance of the investment, loan amount
and interest receivable on such loans and the significant
estimates and judgement involved in estimation of these
assumptions.
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such as revenue growth rate, weighted average cost
of capital and terminal growth rate.
• Assessed the adequacy of the disclosures made in
the standalone financial statements.
• Evaluated past performances where relevant and
assessed historical accuracy of the forecast produced
by management.
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l. Revenue neuuymuun - oui un
be made available to us after the date of this auditor's
report.
• Our opinion on the standalone financial statements does
not cover the other information and will not express any
form of assurance conclusion thereon.
• In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
The Company's revenues as disclosed in note 23 to the
standalone financial statements, arising from sale of
products. The Company recognises revenues based on
the terms and conditions of transactions, which vary
with different customers. For sales transactions in a
certain period around balance sheet date, it is essential
to ensure whether the transfer of control of the goods by
the Company to the customer has occurred before the
balance sheet date or otherwise.
Considering that there are significant volume of sales
transactions close to the year end, involving material
amounts and such revenue recognition is subject
to whether transfer of control to the customers has
occurred before the balance sheet date or otherwise, we
consider the risk of revenue from sale of products being
recognised in the incorrect period, a key audit matter.
Information Other than the Financial Statements
and Auditor's Report Thereon
• The Company's Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board's Report,
Management Discussion and Analysis Report and
Corporate Governance Report, but does not include the
consolidated financial statements, standalone financial
statements and our auditor's report thereon. The
Board's Report, Management Discussion and Analysis
Report and Corporate Governance Report, is expected to
Ý We evaluated the design and implementation of
nternal controls over recognition of revenue in the
appropriate period in accordance with the Company's
accounting policy, including the managements estimates
around the average lead time taken to deliver the goods
o various customer locations. On a sample basis, we
ested the operating effectiveness of the internal control
elating to determination of point in time at which the
transfer of control of the goods occurs.
Ý On sample basis, we performed test of details of sales
recorded close to the year-end through following
procedures:
1. Analysed the terms and conditions of the
underlying contract with the customer, and
2. Verified evidence for transfer of control of the
goods prior to the balance sheet date or otherwise
from relevant supporting documents.
is materially inconsistent with the standalone financial
statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated.
• When we read the Board's Report, Management
Discussion and Analysis Report and Corporate
Governance Report, if we conclude that there is a material
misstatement therein, we are required to communicate
the matter to those charged with governance as required
under SA 720 ‘The Auditor's responsibilities Relating to
Other Information.'
Responsibilities of Management and Board of
Directors for the Standalone Financial Statements
The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including Ind AS specified 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 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 financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the standalone financial statements, management
and Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Company's Board of Directors is also responsible for
overseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's 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 influence the economic
decisions of users taken on the basis of these standalone
financial 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 standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient 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 financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls with reference
to standalone financial statements 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 the management.
• Conclude on the appropriateness of management's 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 significant doubt on the Company's ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the standalone financial 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 auditor's 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 standalone financial statements, including the
disclosures, and whether the standalone financia
statements represent the underlying transactions anc
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or ir
aggregate, makes it probable that the economic decisions o
a reasonably knowledgeable user of the standalone financia
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope o
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal financial controls tha
we identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethica
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 o
most significance in the audit of the standalone financia
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
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 interes
benefits of such communication.
Report on Other Legal and Regulatory
Requirements
1. As required by Section 143(3) of the Act, based on ou
audit 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 i
appears from our examination of those books excep
for not keeping backup on a daily basis of such
books of account maintained in electronic mode in
a server physically located in India (refer note 41(x'
(A) to the standalone financial statements) and not
complying with the requirement of audit trail as
stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.
e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164(2) of the Act.
f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above.
g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to standalone financial
statements.
h) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended,
In our opinion and to the best of our information and
according to the explanations given to us, based on
a special resolution approved by the shareholders
in the Annual General Meeting of the Company held
on September 13, 2024, the remuneration paid by
the Company to its directors during the year is in
accordance with the provisions of section 197 of
the Act.
i) With respect to the other matters to be included in
the Auditor's 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 financial position
in its standalone financial statements -
Refer Note 35 to the standalone financial
statements;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.
iii. There was a delay of 108 days in transferring
' 1.84 lakhs relating to unclaimed dividends,
required to be transferred to the Investor
Education and Protection Fund by the
Company - Refer Note 12 to the standalone
financial statements.
iv. (a) The Management has represented
that, to the best of its knowledge and
belief, as disclosed in Note 41(v) to the
financial statements, 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, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
(b) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in note 41 (vi) the
financial statements, 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, directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.
(c) Based on the 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 (i)
and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.
The final 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.
As stated in Note 13 to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed is
in accordance with section 123 of the Act, as
applicable.
Based on our examination, the Company has
used accounting software for maintaining its
books of account for the year ended March
31, 2025 which are operated by third-party
software service providers, wherein:
a. in respect of an accounting software
used for maintaining payroll records,
the independent auditor's System and
Organisation Controls (SOC) report has
been received by the Company for the
period from April 1, 2024 to December
31, 2024 and such report is not available
for the remaining period. In the absence
of independent auditor's System and
Organisation Controls (SOC) report
covering the audit trail requirement for
the year, we are unable to comment on
whether the audit trail feature of the said
software was enabled and operated for
the year, for all relevant transactions
recorded in the software and whether
there was any instance of the audit trail
feature been tampered with.
b. in respect of an accounting software for
maintaining of books of account, in the
absence of the independent auditor's SOC
report covering the requirement of audit
trail, we are unable to comment whether
audit trail feature of the said software
was enabled and operated throughout the
year for all relevant transactions recorded
in the software or whether there were any
instances of the audit trail feature been
tampered with.
in the absence of the independent auditor's
SOC report covering the audit trail preservation
requirement in respect of the software
mentioned at (i)(vi)(a) above, we are unable
to comment whether the audit trail has been
preserved by the Company as per the statutory
requirements for record retention. As audit trail
feature was not enabled for the year ended
March 31, 2024 in respect of the software
mentioned at (i)(vi)(b) above, reporting under
Rule 11 (g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for
record retention is not applicable.
2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government
in terms of Section 143(11) of the Act, we give in
"Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Shreedhar Ghanekar
Place: Bengaluru Partner
Date: May 30, 2025 (Membership No. 210840)
SMG/PB/SFS/2025 (UDIN: 25210840BMMJIO8517)
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