1. We have audited the accompanying standalone financial
statements of Syrma SGS Technology Limited ('the
Company'), which comprise the Standalone Balance
Sheet as at 31 March 2025, the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flow and
the Standalone Statement of Changes in Equity for the
year then ended, and notes to the standalone financial
statements, including material accounting policy
information and other explanatory information.
2. 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 Indian Accounting Standards
('Ind AS') specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015 and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31 March 2025, and its profit (including other
comprehensive income), its cash flows and the changes
in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards 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 ('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 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.
Key Audit Matters
4. 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.
5. We have determined the matters described below to be
the key audit matters to be communicated in our report.
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Key audit matters
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How our audit addressed the key audit matters
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Revenue recognition from sale of goods
Refer note 2.10 and note 30 to the accompanying
standalone financial statements for the material
accounting policy information relating to revenue
recognition and details of revenue recognised by the
Company during the year.
The revenue of the Company consists primarily of sale
of manufactured goods. The Company recognises such
revenue in accordance with the principles of Ind AS 115,
Revenue from Contracts with Customers ('Ind AS 115'), at
a point in time when the Company transfers the control
of goods to its customers, and there is no unfulfilled
obligation. Revenue towards a performance obligation
is measured at the amount of transaction price allocated
to that performance obligation, including variable
consideration pertaining to rebates and discounts offered
by the Company to its customers.
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Our audit in relation to revenue recognition from sale of
goods included, but were not limited to, the following
procedures:
a) Obtained an understanding of the management's
process for revenue recognition and evaluated the
appropriateness of the Company's revenue recognition
accounting policies in accordance with Ind AS 115;
b) Evaluated the design and implementation, and tested
the operating effectiveness of the key controls relating
to revenue recognition;
c) Performed analytical procedures on revenue recognized
during the year such as gross profit margin analysis,
product wise analysis, ratio analysis, customer analysis,
etc. to determine any unusual trends;
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Key audit matters
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How our audit addressed the key audit matters
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The Company has a large number of customers
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d)
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Tested samples of revenue transactions recorded
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operating in various geographies and the sales contracts/
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during the year and during specific period before and
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arrangements with such customers have varying
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after year end by inspecting the underlying supporting
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commercial terms, including international commercial
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documentation which includes goods dispatch notes,
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terms ('INCO terms') that determine the timing of transfer
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shipping documents and proof of delivery to ensure
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of control. Owing to the above factors, significant
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revenue is recorded by correct amount in the correct
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efforts and judgment of the management are required
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period for such transactions;
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in determining the timing of transfer of control and
measurement of revenue recognition in accordance with
Ind AS 115.
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e)
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Performed other substantive audit procedures including
obtaining debtor confirmations on a sample basis and
reconciling revenue recorded during the year with
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Further, the Company also focuses on revenue as a key
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statutory returns and review of unusual significant
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performance measure, which could create an incentive
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transactions;
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for overstating revenue and thus, the timing of revenue
recognition is critical as there is a risk of revenue being
recognised before the control is transferred to the customers.
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f)
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Tested manual journal entries impacting revenue selected
on risk based criteria with supporting documents and
evaluated business rationale thereof; and
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Considering the diverse terms of contracts with the
customers, materiality of amounts involved, the volume
of transactions, significant judgements involved, revenue
from sale of goods is determined to be an area involving
significant risk that requires significant auditor attention
and therefore revenue recognition has been considered
as a key audit matter for the current year audit.
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h)
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Assessed the appropriateness and adequacy of
disclosures made in the standalone/ consolidated
financial statements in accordance with the requirements
of Ind AS 115.
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Our audit in relation to the impairment assessment of
investments in, loans extended to and other balances
receivable from subsidiaries included, but was not limited,
to the following procedures:
a) Obtained an understanding of the management process
and controls for identification of possible impairment
indicators and related impairment testing of investments,
loans and other balances;
b) Evaluated the design and implementation, and tested
the operating effectiveness of relevant internal controls
with respect to impairment assessment of investments,
loans and other balances;
c) Assessed the appropriateness of the accounting policy
adopted by the Company relating to impairment
assessment in accordance with the requirements of
applicable accounting standards;
d) Traced the cash flow forecasts used in the valuations to
approved budgets and business plans;
e) With respect to the valuations performed by
management's valuation experts, we also performed the
following procedures:
• Obtained and read the valuation report issued by
the management for determining the fair value
('recoverable amount');
• Considered the competence and objectivity of the
specialist involved; and
• Involved auditor's experts to review the
appropriateness of valuation methodology and key
valuation assumptions used in the said valuations;
Refer note 2.5 to the standalone financial statements I
for the material accounting policy information on the i
impairment assessment of the investments, loans and i
other balances receivable from its subsidiaries and note 7, 1
8(a) and 16(g) to the accompanying standalone financial .
statements for related financial disclosures.
The management has identified impairment indicators
as at 31 March 2025 in respect of investments in certain
subsidiaries, which are carried at cost, since the net ^
worth of such entities as at the reporting date is lower
than the respective carrying values of these investments.
Accordingly, the management has carried out an
impairment assessment in respect of such investments in
subsidiaries in accordance with the requirements of Ind (
AS 36, Impairment of Assets ('Ind AS 36').
Further, as a result of the above, the management has
determined that there has been a significant increase
in the credit risk pertaining to the loans given to and <
other balances recoverable from such subsidiaries and
accordingly, has assessed lifetime Expected Credit Loss f
('ECL') for such asset balances in accordance with the
requirements of Ind AS 109, Financial Instruments ('Ind
AS 109').
As at 31 March 2025, the carrying value of investments
in, loans extended to, and other recoverable from
subsidiaries aggregates to H 6,761.21 million, H 581.51
million and H 238.46 million, respectively.
The management has determined the recoverable value
of the said investments, loans and other balances, by
computing fair value of such entities using discounted cash
flow model with the help of external valuation experts.
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Key audit matters
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How our audit addressed the key audit matters
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Significant estimates and judgements underpinning such
determination includes estimation of growth rates and
profit margins used in projected cash flows from such
entities and the discount rates used for discounting such
cash flows to their present value.
Considering the materiality of carrying value
of investments in, loans extended to and other
receivable from subsidiaries, and high inherent level
of subjectivity and estimation uncertainty with respect
to the assumptions used, impairment assessment of
investments in, loans extended to and other balances
receivable from subsidiaries is considered to be a key
audit matter for the current year audit.
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f) Challenged the key assumptions made by the
management for the purpose of forecasted cash flows
based on our knowledge of the business and market
conditions, and reviewed the historical accuracy of
projections made by the management in the past basis
actual results;
g) Performed sensitivity analysis of key assumptions
used in the valuation to determine and consider related
estimation uncertainty;
h) Checked the mathematical accuracy of the impairment
assessment workings;
i) Assessed the appropriateness and adequacy of
disclosures included in the standalone financial
statements in compliance with the applicable
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Information other than the Standalone Financial
Statements and Auditor's Report thereon
6. The Company's 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 standalone financial statements
and our 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.
Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements
7. The accompanying standalone financial statements have
been approved by the Company's Board of Directors.
The Company's Board of Directors are responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these
standalone financial statements that give a true and fair
view of the financial position, financial performance
including other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the Ind AS specified under section 133 of the Act
and other accounting principles generally accepted in
India. 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 financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.
8. In preparing the standalone financial statements, the
Board of Directors 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
9. 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
10. 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 Standards on
Auditing 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.
1. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act
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 management;
• Conclude on the appropriateness of Board of
Directors' 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; and
• 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.
12. 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.
13. 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.
14. 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.
Other Matter
15. The standalone financial statements of the Company
for the year ended 31 March 2024 were audited by
the predecessor auditor, Deloitte Haskins & Sells LLP,
who have expressed an unmodified opinion on those
standalone financial statements vide their audit report
dated 10 May 2024.
Report on Other Legal and Regulatory
Requirements
16. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.
17. 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.
18. Further to our comments in Annexure A, as required by
section 143(3) of the Act based on our audit, we report,
to the extent applicable, 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
purpose of our audit of the accompanying
standalone financial statements;
b) Except for the matters stated in paragraph 18(h)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), 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 financial statements dealt
with by this report are in agreement with the
books of account;
d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;
e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified
as on 31 March 2025 from being appointed as a
director in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 18(b) above on
reporting under section 143(3)(b) of the Act and
paragraph 18(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);
g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2025
and the operating effectiveness of such controls,
refer to our separate report in Annexure B wherein
we have expressed an unmodified opinion; and
h) 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, as detailed in note 40 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 March 2025;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;
iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company, during the year ended 31
March 2025. Further, there were no amounts
which were required to be transferred to
the Investor Education and Protection Fund
by the subsidiaries covered under the Act,
during the year ended 31 March 2025;
(
iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 52(X)(e) to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or securities premium or any other
sources or kind of funds) by the Company
to or in any persons or entities, including
foreign entities ('the 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 ('the Ultimate Beneficiaries') or
provide any guarantee, security or the like on
behalf the Ultimate Beneficiaries;
b. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 52(X)(f) to the standalone financial
statements, no funds have been received by
the Company from any persons or entities,
including foreign entities ('the 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
as considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to believe
that the management representations under
sub-clauses (a) and (b) above contain any
material misstatement.
v. The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year is
in accordance with section 123 of the Act to the
extent it applies to payment of dividend.
As stated in note 55 to the accompanying standalone
financial statements, the Board of Directors of the
Company have proposed final dividend for the
year ended 31 March 2025 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; and
vi. As stated in note 52(X)(l) to the standalone
financial statements and based on our
examination which included test checks, except
for instances mentioned below, the Company,
in respect of financial year commencing on 1
April 2024, has used accounting software for
maintaining its books of account which have a
feature of recording audit trail (edit log) facility
and the same have been 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 audit trail feature being tampered with, other
than the consequential impact of the exceptions
given below. Furthermore, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention in the
accounting software from the date the audit trail
was enabled for the accounting software.
a) The audit trail feature was not enabled at the
database level for accounting software to log
any direct data changes.
b) The accounting software used for maintenance
of payroll related records is operated by a
third-party software service provider. The
audit trail (edit log) facility at the application
level was enabled and operated throughout
the year for all relevant transactions recorded
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in the software. However, the 'Independent
Service Auditor's Assurance Report on the
Description of Controls, their Design and
Operating Effectiveness' ('Type 2 report'
issued in accordance with ISAE 3402,
Assurance Reports on Controls at a Service
Organisation) does not have the necessary
information on the existence of audit trail
feature at the database level and accordingly
we are unable to comment on whether audit
trail feature with respect to the database of
the said software was enabled and operated
throughout the year.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Manish Agrawal
Partner
Place: Gurugram Membership No.: 507000
Date: 13 May 2025 UDIN: 25507000BMMKPL5895
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