Key audit matters
See Note 2(h), 19 and 41 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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We have identified revenue recognition as
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a key audit
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Our Audit procedures included the following:-
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matter since:
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Assessed the appropriateness of the Company’s accounting
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Overstatement of revenue is considered as a significant
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policies in respect of revenue recognition by comparing
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audit risk as it is a key performance indicator and it could
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with applicable Indian Accounting Standards.
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create an incentive for higher revenue to be recognized.
There is a fraud risk around existence of unbilled revenue
at period end on streams where revenue is recorded
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Evaluated the design and tested operating effectiveness of
the relevant key financial controls with respect to revenue
recognition.
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pending customer confirmations.
For all other streams of revenue, there is a fraud risk
around existence of revenue recognized throughout
the year including at year end for pre-mature revenue
recognition.
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Performed substantive testing by comparing statistically
selected samples of revenue transactions recorded during
the year and at year end and verified those with the
underlying documents including customer confirmations
and proof of delivery where applicable.
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For statistically selected sample of unbilled transactions,
tested subsequent invoicing or other underlying documents
to verify services rendered.
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Examined journal entries posted to revenue to identify
unusual or irregular items based on certain high-risk criteria.
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We have audited the standalone financial statements
of CMS Info Systems Limited (the "Company”) which
comprise the standalone balance sheet as at 31 March
2026, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone
statement of cash flows for the year then ended,
and notes to the standalone financial statements,
including material 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 ("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 31 March 2026, 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
Act. Our responsibilities under those SAs are further
described in the Auditor’s Responsibilities 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 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 thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the 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 Matter
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.
Other Information
The Company’s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the annual report, but does not include the financial
statements and auditor’s report thereon. The 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 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.
Management's and Board of Directors'
Responsibilities 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 standalone financial statements, the
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 intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibilities 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 control 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 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
and Board of Directors.
• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern
basis of accounting in preparation of standalone
financial statements 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 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 Section 143(11) of
the Act, we give in the "Annexure A” a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
2. A. 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 except
for the matters stated in the paragraph
2(B)(f) below on reporting under Rule
11(g) of the Companies (Audit and
Auditors) Rules, 2014.
c. The standalone balance sheet, the
standalone statement of profit and loss
(including other comprehensive income),
the standalone statement of changes in
equity and the standalone statement of
cash flows 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 1 April 2026
taken on record by the Board of Directors,
none of the directors is disqualified as on
31 March 2026 from being appointed as a
director in terms of Section 164(2) of the Act.
f. the modification relating to the
maintenance of accounts and other
matters connected therewith are as stated
in the paragraph 2A(b) above on reporting
under Section 143(3)(b) of the Act and
paragraph 2B(f) below on reporting under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.
g. With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report
in "Annexure B”.
B. 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, in our opinion and to the
best of our information and according to the
explanations given to us:
a. The Company has disclosed the impact
of pending litigations as at 31 March 2026
on its financial position in its standalone
financial statements - Refer Note 31 to the
standalone financial statements.
b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.
c. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.
d (i) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note 47
to the standalone 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.
(ii) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note 47
to the standalone 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 Parties
("Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures 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 (i) and (ii) above, contain any
material misstatement.
e. The final dividend paid by the Company
during the year, in respect of the same
declared for the previous year, is in
accordance with Section 123 of the Act to
the extent it applies to payment of dividend.
- The interim dividend declared and
paid by the Company during the
year and until the date of this audit
report is in accordance with Section
123 of the Act.
- As stated in Note 46 to the standalone
financial statements, the Board of
Directors of the Company proposed
final dividend for the year which
is subject to the approval of the
members at the ensuing Annual
General Meeting. The dividend
declared is in accordance with Section
123 of the Act to the extent it applies
to declaration of dividend.
f. Based on our examination which
included test checks, except for instances
mentioned below, the Company has used
accounting softwares for maintaining
its books of accounts, which along with
privilege access management tool, as
applicable, has a feature of recording
audit trail (edit log) facility and the same
has operated throughout the year for all
the relevant transactions recorded in the
respective softwares:-
i. audit trail was not enabled for one
accounting software which is used for
preparing billing information.
ii. For the software used for maintaining
general ledger post migration to the
new software from 1 September 2025;
a) in the absence of change log
over audit trail feature at the
application level, 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
b) at the database level, in the
absence of an independent
auditor’s report in relation to
controls at a service organization,
which is operated by third party
software service provider, we
are unable to comment whether
the audit trail feature for the
said software was enabled and
operated throughout the year
for all the relevant transactions
recorded in the software
Further, where audit trail (edit
log) facility was enabled and
operated throughout the year
for the accounting softwares, we
did not come across any instance
of the audit trail feature being
tampered with. Additionally,
where audit trail (edit log) facility
was enabled and operated in the
previous year, the audit trail has
been preserved by the Company
as per the statutory requirements
for record retention.
A. With respect to the matter to be included in the
Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and
explanations given to us, the remuneration paid/
payable by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid /
payable to any director is not in excess of the limit
laid down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
Sreeja Marar
Partner
Place: Mumbai Membership No.: 111410
Date: 14 May 2026 ICAI UDIN:26111410XQPDBA5846
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