We have audited the standalone financial statements of Aequs Limited (formerly known as Aequs Private Limited) (the "Company”)its Aequs Stock Option Plan Trust which comprise the standalone balance sheet as at March 31, 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 (herein referred to as the "standalone financial statements”).
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 March 31, 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional Judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
See Notes 2(d) and 15 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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The Company is engaged in the business of contract manufacturing, catering to the manufacture of machined parts used in the aerospace sector. The Company supplies goods only against committed orders and has a concentrated customer base. The revenue is derived primarily from sale of these goods. Revenue from sale of goods is recognised when control is transferred to the customers and when there are no other unfulfilled obligations. There are variations in the terms of different sales contracts which require detailed analysis of each contract regarding timing of revenue recognition. Consequently, there is a risk of revenue being overstated due to recognition prior to the transfer of control, particularly in light of pressures to achieve performance targets at the end of the reporting period. Accordingly, we have identified the timing of revenue recognition as a key audit matter.
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In view of the significance of the matter, we applied the following audit procedures, among others, to obtain sufficient appropriate audit evidence:
• We assessed the appropriateness of the accounting policies for revenue recognition and its compliance with applicable accounting standards;
• We evaluated the design and implementation of the Company's manual and general IT controls and key IT application controls with respect to revenue recognition and tested operating effectiveness of these controls over recording of revenue in the correct period, by involving internal IT specialists;
• We performed substantive testing on samples selected using statistical sampling of revenue transactions recorded during the year and around the year end date by testing the underlying documents including sale invoices, customer contracts and delivery documents to assess whether the revenue had been recognised in the correct reporting period;
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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 tested sample journal entries for revenue recognised, selected based on specified risk based criteria, to identify unusual entries;
• We have performed substantive testing of subsequent credit notes/ reversal entries recorded by selecting a sample of high value items resulting in untested balance being immaterial; and
• We evaluated the adequacy and appropriateness of the disclosures made in the standalone financial statements, in accordance with the relevant accounting standard.
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Impairment on investments in subsidiaries
See Notes 2(n) and 6 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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The Company has significant investment in subsidiaries as at March
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In view of the significance of the matter, we applied the following
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31, 2026 (amounting to INR 14,103.09 million, net of impairment
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audit procedures, among others, to obtain sufficient appropriate
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provision of INR 6,627.14 million) which accounts for 70.63% of
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audit evidence:
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total assets as on that date.
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• Understanding the process followed by the Company in
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The investments are assessed at the end of each reporting period
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respect of the annual impairment analysis for investments
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to determine whether there is any indication of impairment and
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in subsidiaries. We also assessed the net profit and net
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the consequential impairment loss, if any.
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worth of the subsidiaries to identify whether an indicator for
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Significant judgements are involved in the discounted cash flow
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impairment existed and evaluated whether the net assets of
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models to determine the key assumptions used for impairment
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the subsidiary were sufficient to recover the investment value;
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testing, such as revenue growth discount rates and terminal
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• We evaluated the design and implementation and tested
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growth rate. The impairment testing is also highly dependent
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the operating effectiveness of key internal financial controls
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on external factors such as future market conditions and the
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with respect to the process of testing of impairment of
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economic environment.
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its investment in subsidiaries, including controls relating
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We have identified valuation of investments in subsidiaries as a
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to the determination of key assumptions used in such
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key audit matter because of the financial quantum of the assets
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impairment testing;
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as well as the critical judgements, estimates and assumptions
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• We examined the recoverable value computations prepared
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involved with respect to the assessment of future cash flows.
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by the Company using value-in-use models and evaluated the appropriateness of assumptions around the key drivers of the cash flow forecasts such as revenue growth rates, discount rate and terminal growth rate, considering current economic scenario;
• We tested the arithmetical accuracy of the valuation model considered for the purpose of valuation of investment;
• We performed a retrospective review of estimates by comparing the actual financial performance of the subsidiaries for the year ended March 31, 2026 with the projections considered by management during the previous year and assessed if the estimation process is reasonable;
• We involved valuation specialists to assess the appropriateness of valuation methodology applied by the Company and to assess the reasonableness of market driven assumptions used in the valuation of investments;
• We assessed the sensitivity of the assumptions on the valuation assessment; and
• We evaluated the adequacy and appropriateness of the disclosures made in the standalone financial statements.
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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 reports 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'/Board of Trustees' 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. The respective Management and Board of Directors of the companies/Board of Trustees of the Aequs Stock Option Plan Trust are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company / Trust 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 respective Management and Board of Directors/Board of Trustees are responsible for assessing the ability of the Company/Trust to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/Board of Trustees either intends to liquidate the Company/Trust or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors/Board of Trustees are responsible for overseeing the financial reporting process of the Company/Trust.
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 of the Company 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 matter stated in the paragraph 2B(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 of the Company as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2026 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 2A(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.
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 March 31, 2026 on its financial position in its standalone financial statements - Refer Note 29 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 of the Company
represented to us that, to the best of its knowledge and belief, as disclosed in the Note 34(vi)(a) 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, as on the date of this audit report 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 of the Company represented to us that, to the best of its knowledge and belief, as disclosed in the Note 34(vi)(b) 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, as on the date of this audit report, 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, except for the instances mentioned below, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software:
• not enabled for the period from April 01, 2025 to December 15, 2025 at the database level to log any direct data changes; and
• not enabled for the period from April 01, 2025 to October 09, 2025 at the application level for certain fields / tables relating to all the significant financial processes.
Further, where audit trail (edit log) facility was enabled, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail where enabled, 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 by the Company 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
Sampad Guha Thakurta
Partner
Place: Chennai Membership No.: 060573
Date: May 26, 2026 ICAI UDIN:26060573SJNAZY4183
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