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RS SOFTWARE (INDIA) LTD.

26 August 2025 | 12:00

Industry >> IT Consulting & Software

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ISIN No INE165B01029 BSE Code / NSE Code 517447 / RSSOFTWARE Book Value (Rs.) 22.34 Face Value 5.00
Bookclosure 20/07/2024 52Week High 336 EPS 3.38 P/E 21.65
Market Cap. 188.93 Cr. 52Week Low 46 P/BV / Div Yield (%) 3.27 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

We have audited the accompanying Standalone financial statements of M/s. R S Software (India) Limited (“the Company”) which comprises the
Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), statement of changes in Equity and
Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other
explanatory information (hereinafter 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 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under Section 133 of the Act read with the Companies (India 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 (Including
Other Comprehensive Income), Statement of 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 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 Companies
Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code
of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Financial
Statement.

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 and communicated with management 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 be communicated in our report.

Sr.

No

Key Audit Matter

How our audit addressed the Key Audit Matter

1

The application of revenue recognition

Our audit procedure in recognition of revenue includes-

accounting Standard is complex and involved
a number of Key judgements and estimates
and is the focus area of audit.

a.

b.

Obtaining an understanding of the systems, processes and controls implemented for
recording and computing revenue.

Thereafter tested the controls relating to identification of the distinct performance

It involves the analysis of Customer Contracts
(which includes identification and review
of distinct performance obligations in the
contract and determination of its Transaction

c.

obligations and determination of transaction price. We carried out a combination of
procedures involving enquiry and observation, and inspection of evidence in respect
of operation of these controls.

Selected on sample basis for performing the following procedures

price in relation with the performance
obligation and the basis used to recognize
revenue.)

1.

Reviewed the particulars of the agreements (i.e distinct performance obligations,
nature of work, transaction price including other Terms and Conditions).

2.

Compared the Actual Performance Obligations with agreed performance
obligations and revenue booking based on performance obligations achieved/
rendered.

3.

Effectiveness of controls have also been tested which broadly includes
identification of major performance obligations of the company as stated
in the agreement, nature of contracts whether milestone based, fixed price
contracts, maintenance contracts, certain enhancement related contracts and
determination of revenue recognition accordingly (like Fixed price / maintenance
revenue contracts should be recognized on a straight line basis or using the
percentage completion method)

4.

Reviewing the details of the resources engaged in the performance of the
contracts, on test check basis, along with their approved attendance by the
client.

5.

Reviewed the terms of the contracts in relation to ‘transaction price' including
any variable consideration and tested that revenue booking corresponds to the

same.

6.

In respect of revenue recorded for time and material and fixed price monthly
contracts samples were tested using a combination of approved time sheets
customer acceptances & subsequent invoicing and existing trend of collections.

7.

In respect of revenue recorded for fixed price development contract and fixed
time frame contract samples were tested to check the performance and
obligation using the percentage of completion method based on Managements
estimate of the Contract cost.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included
in the Management Discussion and Analysis, Directors Report including Annexures to Directors' Report, Report on Corporate Governance but does not
include the Standalone Financial Statements and our auditors' report thereon. The Management Discussion and Analysis, Directors' Report including
Annexures to Directors' Report and Report on Corporate Governance are 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 out 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 appropriate action as applicable under the relevant laws and regulations.

Responsibility of Management and Those charged with Governance for the Standalone Financial Statements

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, total comprehensive
income (changes in equity) and cash flows of the Company in accordance with the Ind AS and Accounting Principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, 2013 read with relevant rules issued thereunder 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 implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate that were operating effectively for ensuring the accuracy and completeness 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.

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.

Those Board of Directors are also responsible for overseeing the company's financial reporting process.

Auditor’s Responsibility for the Audit of the 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 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 controls 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 system 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 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 ability of the Company 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 interim consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors 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 paragraph 3 and 4 of the order

(ii) 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 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.

(c) The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), 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 standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of
the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.

(f) 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 and

(g) With respect to the other matter to be included in the Auditor's report in accordance with the requirements of Section 197(16) of the Act, as
amended -

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its directors
during the year is in accordance with the provisions of Section 197 of the Act.

(h) With respect to the other matters to be includes 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 :

i. The Company has disclosed the impact of pending litigations in its financial statements (refer Note 19)

ii. The Company has long term contracts for which there are no material foreseeable losses as at the balance sheet date.

iii. There is no delay in transferring amounts, required to be transferred, to the Investors Education and Protection Fund by the Company during the
year.

iv. As per the management representation provided, we report -

• no funds have been advanced or loaned or invested by the company to or in any other person(s) or entities, including foreign entities
(“intermediaries”), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities
identified in any manner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of
ultimate beneficiaries.

• no funds have been received by the company from any person(s) or entities including foreign entities (“Funding Parties”) with the understanding
that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

• Based on the audit procedures performed, we report that nothing has come to our notice that has caused us to believe that the representations
given by management under the above sub-clauses contain any material misstatement.

v. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 123 of the
Companies Act, 2013 with respect to the payment of dividend during the year.

vi. Based on our examination which included test checks, the company has used an 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 except in respect of the payroll software which is operated by a third party on which we are unable to comment whether audit trail feature
of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software. Further, during the course
of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company
as per the statutory requirements for record retention.

For CHATURVEDI & CO. LLP

Chartered Accountants

Firm's Reg. No.: 302137E/E300286

Nilima Joshi

Partner

Date: 30.04.2025 Mem. No. 052122

Place: Kolkata UDIN: 25052122BMOMNA8556