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You can view full text of the latest Auditor's Report for the company.

BSE: 544185ISIN: INE257C01014INDUSTRY: Medical Equipment & Accessories

BSE   ` 57.72   Open: 60.08   Today's Range 57.06
60.08
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99.95
Year End :2025-03 

We have audited the standalone financial statements of Adtech Systems Limited (“the Company”), which comprise
the standalone balance sheet as at 31st March 2025, the standalone statement of Profit and Loss (including other
comprehensive income) and the standalone statement of cash flows for the year then ended, and notes to the
financial 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 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 accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31, 2025, and its profit and other comprehensive
income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

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’s
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 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 we have obtained is
sufficient 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 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 financial 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 fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone
financial 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 financial 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 financial
statements.

Sl.No

Key Audit Matters

Auditor’s Response

1

PRINCIPAL AUDIT PROCEDURES
Accuracy of recognition, measurement,
presentation and disclosures of revenues and
other related balances in view of adoption
of Ind AS 115 “Revenue from Contracts with
Customers”. The application of the revenue
accounting standard involves certain key
judgments relating to identification of distinct
performance obligations, determination of
transaction price of the identified performance
obligations, the appropriateness of the basis
used to measure revenue recognized over
a period. Additionally, revenue accounting
standard contains disclosures which involves
collation of information in respect of
disaggregated revenue and periods over
which the remaining performance obligations
will be satisfied subsequent to the balance
sheet date.

We assessed the Company’s process to identify
the impact of adoption of the new revenue
accounting standard as applicable to the
Company’s regular revenue stream and new
areas of revenue being E-Locker and Solar
Projects. Our audit approach consisted testing
and evaluating of the design and operating
effectiveness of the internal controls and
substantive testing to verify the efficacy of
these procedures vis-a-vis the adoption of IND
AS 115 and we are of the opinion that the same
are adequate to ensure compliance with the
provision of the above standard.

2

EVALUATION OF UNCERTAIN TAX POSITIONS
The Company has material uncertain tax
positions including matters under dispute
which involves significant judgment to
determine the possible outcome of these
disputes.

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 management’s underlying assumptions in
estimating the tax provision and the possible
outcome of the disputes. Our internal experts
also considered legal precedence and other
rulings in evaluating management’s position
on these uncertain tax positions. Additionally,
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 management’s position on these
uncertainties.

3

HIVING OFF OF SOLAR DIVISION
The company though had resolved to hive off
the Solar Division to an SPV comprising of the
Company and certain individuals representing
a group of companies in the same business as
JV partners, by an MOU dated 08th December
2021 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 already
been transferred to the SPV at agreed values.
We have obtained details of the transfers
already done and have found the same to be in
accordance with Shareholders Resolution. We
have ascertained the situation and have come
to the conclusion that delay on completion
is attributable to pending projects currently
taken up for execution by the Company.

We have determined that there are no other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON:

The Company’s Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s annual report, but does not include the financial statements
and auditor’s report thereon. The Company’s annual report is expected to 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 we 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
is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the Company’s 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 MANAGEMENT’S AND THOSE CHARGED WITH GOVERNANCE
FOR THE STANDALONE FINANCIAL STATEMENTS:

The Company’s 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 financial statements that give a true and fair view of the
state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in
accordance 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 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 financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements 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 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 company’s financial reporting process.

AUDITORS’ 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 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 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 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 financial 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 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 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 financial statements, including the
disclosures, and whether the financial 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 significant audit findings, including any significant deficiencies 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 significance in the audit of the standalone financial 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 interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s 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 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 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 Profit 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 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 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) 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 B”. 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.

2B. 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;

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 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, 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 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; 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 financial statements

(a) 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.

(b) The Board of Directors of the Company have proposed final 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 financial 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 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 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
financial year 2024-25, due to continued inadequacy of profits 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