We have audited the standalone financial statements of Updater Services Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2025, 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 a summary of material accounting policies and other explanatory information, in which are included the separate financial statements of erstwhile Stanworth Management Private Limited ('SMPL') and Tangy Supplies & Solutions Private Limited ('TSSPL') for the year ended 31 March 2025, pursuant to the scheme of Amalgamation of SMPL and TSSPL with the Company, approved by the National Company Law Tribunal ('NCLT') vide its Order dated 8 May 2025 with the appointed date of 1 April 2024. The financial statements of SMPL and TSSPL ('components') for the year ended 31 March 2025 have been audited by another firm of chartered accountants ('other auditors').
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements of the components for the year ended 31 March 2025 , 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 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 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 obtained by us along with the consideration of the reports of the other auditors referred to in the "Other Matters" section below, 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. In addition to the matters described in the Basis for Opinion section, we have determined matters described below to be the key audit matters to be communicated in our report.
Revenue recognition
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See Note 18 to the 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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The Company is primarily engaged in the business
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In view of the significance of the matter, we
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of providing facility management services.
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applied the following audit procedures in this area, amongst others to obtain sufficient appropriate audit evidence:
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Revenues from facility management service
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• Obtained an understanding of the process
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contracts are recognised over a period of time
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followed by the Company for measurement and
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in accordance with the requirements of Ind-AS 115, "Revenue from Contracts with Customers"
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recognition of revenue;
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as and when the Company satisfies performance
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• Evaluated the accounting policy for revenue
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obligations by rendering the promised services to
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recognition by comparing it with the relevant
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its customers.
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accounting standards;
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The performance obligations in the contracts
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• Evaluating the design and implementation of
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are fulfilled based on customer acceptances for
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the Company's key internal financial controls
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delivery of work/ attendance of resources, where
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in relation to timing of revenue recognition
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applicable, or as per terms of arrangements
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and tested the operating effectiveness of such
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entered with the customers.
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controls for selected samples;
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Inappropriate assessment could lead to risk of
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• Performed test of details by selecting samples
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revenue being recognized before satisfaction of
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of revenue transactions recorded during the
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performance obligation.
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year using statistical sampling. We assessed fulfilment of performance obligations by
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The Company and its external stakeholders focus
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verifying the underlying documents which
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on revenue as a key performance indicator of
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included contract with customers, invoices,
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the Company. Timing of revenue recognition is a
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customer acceptances for delivery of work/
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key audit matter as there could be incentives or external pressures to meet expectations resulting
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attendance of resources etc., where applicable;
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in revenue being overstated or recognized before
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• Inspected the credit notes/reversals of revenue,
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the control has been transferred.
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if any, in the subsequent period to assess if revenue is appropriately recognised in the period in which related service is rendered;
• Scrutinised journal entries posted to revenue account on a sample basis, based upon specific risk based criteria to identify unusual or irregular items.
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Impairment assessment of non-current investments and loans to subsidiaries
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See Note 4 and 5 to the 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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The Company has significant investment by way of equity and loans in / to subsidiaries at March 31, 2025.
The Company performs impairment testing of its investment in subsidiaries when any impairment indicator exists, based on internal or external sources of information.
The recoverable amount of the investment in subsidiary, which is based on the higher of the value in use or fair value less costs to sell has been derived using a discounted cash flow model. These models use several key assumptions, concerning estimates of future cash flow forecasts, near and long-term growth rate and the discount rate.
We identified the impairment assessment of non-current investments as a key audit matter because the assessment process is complex and involves significant estimates and judgements where applicable.
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In view of the significance of the matter, we
performed the following audit procedures, amongst
others, to obtain sufficient appropriate audit
evidence:
• Assessed the appropriateness of the accounting policy for impairment of investments in subsidiaries with relevant accounting standards;
• Evaluated the design and implementation and tested the operating effectiveness of key controls in respect of the Company's impairment assessment process, specifically related to the recoverability of the investments, including the estimation of future cash flow forecasts, near and long-term growth rate and the discount rate, where applicable;
• Examined the valuation report for the purpose of impairment testing obtained by the Company from an independent Management expert, where applicable; Assessed the professional competence, experience and objectivity of the expert. Further, challenged the work performed by management's external valuation expert, including the valuation methodology and the key assumptions used;
• Involved our internal valuation specialists, where applicable, to examine and evaluate the reasonability of methodology, approach and assumptions used in the valuation carried out for determining the carrying value of investments;
• Performed sensitivity analysis considering possible changes in key assumptions used, where applicable;
• Compared the carrying value of the Company's investment in subsidiary with the value in use and assessed the need for impairment (if any).
• Evaluated the adequacy of disclosures made in the standalone financial statements in respect of the investment in the subsidiaries.
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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
• 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.
• Obtain sufficient appropriate audit evidence regarding the financial statements of components of the Company to express an opinion on the standalone financial statements. For the components included in the standalone financial statements, which have been audited by other auditors, such other auditors shall remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in the section titled "Other Matters" in this audit report.
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.
Other Matters
1. We did not audit the separate financial statements of the components included in the standalone financial statements of the Company whose financial statements reflect total assets (before consolidation adjustments) of Rs. 297.20 million as at 31 March 2025, total revenue (before consolidation adjustments) of Rs. 684.13 million and net cash inflows (before consolidation adjustments) amounting to Rs. 4.91 million for the year ended on that date, as considered in the standalone financial statements.
The separate financial statements of the components have been audited by the other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these components, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid components, are based solely on the reports of such other auditors.
Our opinion on the standalone financial statements, and our report on the Other legal and Regulatory Requirements below, is not modified in respect of this matter with respect to our reliance on the work done and the reports of the other auditors.
2. The Company has accounted for the amalgamation of SMPL and TSSPL with the Company during the year ended 31 March 2025 in accordance with the Scheme of amalgamation approved by NCLT vide order dated 8 May 2025. The amalgamation has been accounted by the Company by restating the financial information in the financial statements in respect of prior periods as if it had occurred from the beginning of the preceding year in the financial statements as per the requirement of Indian Accounting Standards.
The corresponding figures for the year ended 31 March 2024, in so far it pertains to the components, were audited by other auditors whose report dated 11 May 2024 for SMPL and 14 May 2024 for TSSPL had expressed an unmodified opinion.
Our opinion is not modified in respect of the above matters.
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, based on our audit and on the consideration of reports of the other auditors on separate financial statements of the components, as noted in the 'Other Matters' paragraph, 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 and on the consideration of report of the other auditors on separate financial statements of the components, as noted in the 'Other Matters' paragraph, 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 purposes of our audit.
b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books and the reports of the other auditors 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 31 March 2025 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 the paragraph 2(A)(b) above on reporting under Section 143(3)(b) and paragraph 2(B)(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 and based on the consideration of the reports of the other auditors on separate financial statements of the components, as noted in the "Other Matters" paragraph:
a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements - Refer Note 32 to the standalone financial statements.
b. 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 - Refer Note 5 and Note 15 to the standalone financial statements.
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 its knowledge and belief, other than as disclosed in the Note 41 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 its knowledge and belief, as disclosed in the Note 41 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 Company has neither declared nor paid any dividend during the year.
f. Based on our examination which included test checks and that performed by the auditor of the components, except for instances mentioned below, the Company and the components have used accounting software for maintaining its books of account which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the accounting software:
• The feature of audit trail (edit log) was not enabled at the database layer of the accounting software for the entire audit period.
• The feature of audit trail (edit log) was not enabled at the application layer for certain fields of tables for payroll, procurement, revenue, property, plant and equipment and financial reporting processes.
• In respect to components, the audit trail has been enabled throughout the year.
Further, where audit trail (edit log) facility was enabled for the respective accounting software, we and the other auditors did not come across any instance of the audit trail feature being tampered with during the course of our audit. Additionally, except where audit trail (edit log) facility was not enabled in the previous year, 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 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 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
Sd/- K Sudhakar
Partner
Place: Chennai Membership No.: 214150
Date: 24 May 2025 ICAI UDIN:25214150BMODGQ8220
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