A. We have audited the apanying financial statements of SUYOG TELEMATICS LIMITED
(CIN- L321O9MH1995PLC09I107) (“ the Company”), whichprise the balance sheet as at March 31, 2025, the
statement of Profit and Loss (including Other Comprehensive Ie), the Statement of Changes in Equity and the
statement of cash flows for the year ended on that date and a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the “financial statements”).
B. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 33 of the Act
read with the Companies (Indian Accounting Standards) Rules,2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its profit and
totalprehensive ie / (loss), 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 ore 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 Companies Act, 2013 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 financial statements.
Emphasis of Matter
Material uncertainty arising out of certain developments on one of the largest customer and its consequential impact on
business operations of the Company.
We draw attention to note 56 (a) of the financial statements, which describes the impact on business operations,
receivables and financial position of the Company on account of one of the largest customer’s financial condition and its
ability to continue as a going concern.
The customer’s assumption of going concern is essentially dependent on its ability to raise additional funds as required
and successful negotiations with lenders for continued support and generation of cash flow from its operations that it
needs to settle its liabilities as they fall due.
We draw attention to Note 56 (b) to the apanying financial statements, which describe that Statutory Compliance with
respect to GST and TDS is subject to reconciliation and subsequent adjustment.
We draw attention to Note 56 (c) to the apanying financial statements, which describe that balances in the accounts of
Trade Receivables are subject to confirmation / reconciliation.
We draw attention to Note 56 (d) to the apanying financial statements, which describe weakness in the Internal control
designmensurate with the growing size of its business, to mitigate the risk; enhancement to internal controls is in the
process of implementation to address the deficiencies identified in the Internal Control System.
Our opinion is not modified in respect of this matter.
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 year. 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 bemunicated
in our report.
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KEY AUDIT MATTERS
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AUDITOR’S RESPONSE
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Capitalization of assets
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There are a number of areas where management judgment
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We tested controls in place over the property, plant and equipment
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impacts the carrying value of property, plant and equipment,
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cycle, evaluated the appropriateness of capitalization policies,
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and their respective depreciation profiles. These include: - the
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performed tests of details on costs capitalized and assessed the
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decision to capitalize or expense costs; - the annual asset life review timeliness of the transfer of assets in the course of construction and
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including the impact of changes in the strategy; and - the timeliness the application of the asset life. In performing these substantive
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of the transfer from assets in the course of construction. Refer Note procedures, we assessed the judgments made by management
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3.11 - of the financial statements “Property, plant and equipment”
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including: - the nature of underlying costs capitalized; - the
appropriateness of asset lives applied in the calculation of
depreciation. Assessed the appropriateness of work in progress on
balance sheet date by evaluating the underlying documentation to
identify possible delays
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Trade receivablesprise a significant portion of the liquid assets
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We assessed the validity of material long outstanding receivables
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of the Company. As indicated in Note No 9 & 40 to the financial
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by obtaining third-party confirmations of amounts owing. We
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statements, The most significant portion of the trade receivables
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also considered payments received subsequent to year-end,
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over 90 daysprises large customers who are within their historic
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past payment history and unusual patterns to identify potentially
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payment patterns. The Company has recognised loss allowance as
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impaired balances. The assessment of the appropriateness of the
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the Company expects that there is credit loss on trade receivables.
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allowance for trade receivablesprised a variety of audit procedures
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Accordingly, the estimation of the allowance for trade receivables
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including: Challenging the appropriateness and reasonableness
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is a significant judgement area and is therefore considered a key
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of the assumptions applied in the directors’ assessment of the
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audit matter.
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receivables allowance;
Consideration of the creditworthiness of significant trade
receivables over 90 days utilizing external ratings agencies
wherever possible;
Consideration and concurrence of the agreed payment terms;
Verification of receipts from trade receivables subsequent to
year-end.
Inspection of credit insurance policies; and
Considered thepleteness and accuracy of the disclosures.
To address the risk of management bias, we evaluated the
statements of our procedures against audit procedures on other
key balances to assess whether or not there was an indication
of bias. We were satisfied that the trade receivables are fairly
valued and disclosures related to trade receivable in the financial
statements are appropriatex
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Information other than Standalone Financial Statements and Auditor’s
Report thereon
A. The Company’s Board of Directors is responsible for the other information. The other informationprises the
information included in the Management Discussion and Analysis, Board‘s Report including Annexures to Board’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include
the financial statements and our auditor’s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
B. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information 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.
If, based on the work we have performed, we conclude that there is a material misstatement of this other i nformation;
we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for the Standalone Financial Statements
A. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
(“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, and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the accounting standards 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 implementation and maintenance of 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 andpleteness of
the accounting records, relevant to the preparation and presentation of the Standalone Financial Statement that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
B. In preparing the Standalone 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.
The Board of Directors are 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 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:
i. 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.
ii. 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)0) of the Act, 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.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
iv. 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.
v. 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.
vi. Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an
opinion on the Financial Statements
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the statements of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
Wemunicate 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 haveplied with relevant ethical requirements
regarding independence, and tomunicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the mattersmunicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current year 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 bemunicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchmunication
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, based on our audit report 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 purpose 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 balance sheet, the statement of profit and loss, including otherprehensive ie, the cash flow statement
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 financial statementsply with the Indian Accounting Standards specified under
Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of 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 reservation relating to the Maintenance of accounts and other matters connected there with are as
stated in the paragraph 2(A) (b) above on reporting under section 143(3)(b) and paragraph 2B(f) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. and
g) With respect to the adequacy of the internal financial controls over financial reporting 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 as amended, 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 on its financial position in its financial
statements. Refer Note 32 to the financial statements.
b) The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses under the applicable law or accounting standards;
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Company, if any; and
d) (i) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) 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 or entity, including foreign entity (“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;
(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from
any person or entity, including foreign entity (“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;
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing hase 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) (i) The dividend declared and paid by the Company during the year is in accordance with section 123 of
the Act, as applicable.
(ii) 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 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, the Company has used accounting software
systems for maintaining its books of account for the year ended March 31, 2025 which have the feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software systems. Further, during the course of our audit we did note across
any instance of the audit trail feature being tampered with, and the audit trail has been preserved by the
Company as per the statutory requirements for record retention.
C. 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 bemented upon by us.
For S P M L & Associates
Chartered Accountants
Firm’s Registration No. 136549W
RajKumar Mohata
Partner
Date: May 20, 2025 M No. 169977
Place: Mumbai UDIN: 25169977BMHVAG2409
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