We have audited the standalone financial statements
of Sagility India Limited (formerly known as Sagility
India Private Limited and prior to that, Berkmeer India
Private Limited) (the "Company”) which comprise the
standalone balance sheet as at 31st 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 material
accounting policies and other explanatory information.
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 31st
March 2025, and its profit and other comprehensive
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 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 we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.
Key Audit Matter(s)
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.
Taxation in India
Refer to material accounting policies Note 3.12 and Note
33 and 44 in 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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Tax laws in India are subject to
interpretation. While estimating the
tax expense, the Company exercises
significant judgment in taxation
matters by evaluating:
• the most likely outcome of
uncertain tax positions;
• transfer pricing implications for
transactions with related parties;
and
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In view of the significance of the matter, we performed the following
audit procedures in this area, amongst others to obtain sufficient
appropriate audit evidence:
• Evaluated the key tax litigations / demands, uncertain tax positions
and the potential tax exposures.
• Tested the design, implementation and operating effectiveness of the
internal controls relating to the Company's assessment of the most
likely outcome of taxation matters and accounting in the standalone
financial statements.
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• the impact of demand orders
/ notices received from the
respective tax authorities.
These taxation matters have a
significant impact on the accounting in
the standalone financial statements.
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• We, along with tax experts engaged by us:
i. analysed key correspondences and consultations carried out by
the Company including with their external tax experts for key tax
litigations / demands and uncertain tax positions;
ii inquired with the designated management personnel and external
tax experts to evaluate key assumptions in estimating the most
likely outcome of the tax positions;
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The key audit matter
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How the matter was addressed in our audit
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Considering the significant judgement
and estimation involved in determining
the likelihood and timing of cash
outflows and interpretations of tax
legislations, this is considered to be a
key audit matter.
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iii. evaluated the status of the recent tax assessments / inquiries,
results of previous tax assessments, legal precedence / judicial
rulings and changes in the tax environment. This is performed to
assess and challenge the Company's estimate of the most likely
outcome of the key tax litigations / demands and uncertain tax
positions; and
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iv. evaluated the transfer pricing documentation basis which the
related party transactions were concluded to be in compliance
with the transfer pricing regulations.
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• Evaluated the competence, capabilities and objectivity of the
independent external specialist engaged by the Company.
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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 Company's annual report, but does not include
the financial statements and auditor's report thereon.
The Company's 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 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
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 relating to preparation of the
aforesaid standalone financial statements
have been kept so far as it appears from
our examination of those books, except for
the below:
• during the period from 1st April 2024 to
24th October 2024, the back-up of one
application which forms part of the 'books
of account and other relevant books
and papers in electronic mode', was not
maintained on servers physically located
in India on a daily basis; and
• the matter 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 1st April 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. The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 2(A)(b)
above on reporting under Section 143(3)(b) of
the Act 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 does not have any pending
litigations which would impact its
financial position.
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 during the
year ended 31st March 2025.
d (i) The management of the Company has
represented to us that, to the best of their
knowledge and belief, as disclosed in Note
47 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
persons or entities, 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 of the Company has
represented to us that, to the best of their
knowledge and belief, as disclosed in Note 47 to
the standalone financial statements, no funds
have been received by the Company from any
persons or entities, 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, except for the instances mentioned
below, the Company has used accounting
softwares for maintaining its books of account,
which have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective software:
a. The Company has used an accounting
software for maintaining the database of
employee records and outstanding leave
balances. The feature of recording audit
trail (edit log) facility has not been enabled
for such accounting software.
b. In the absence of an independent auditor's
report in relation to controls at the service
organisation for an accounting software
relating to the general ledger and all related
business processes, which is operated by
has been preserved by the Company
as per the statutory requirements for
record retention.
a third-party software service provider, we
are unable to comment whether audit trail
feature at the database level of the said
software was enabled to log any direct
data changes and operated throughout
the year for all relevant transactions
recorded in the software.
Further, where audit trail (edit log) facility
was enabled and operated throughout
the year for the respective accounting
software, we did not come across any
instance of the audit trail feature being
tampered with. Additionally, where
audit trail (edit log) facility was enabled
in the previous year, the audit trail
A. 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 during the current year by the Company to its
directors is in accordance with the provisions of
Section 197 of the Act. The remuneration paid 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
Hemanth Bhasin
Partner
Place: Bangalore Membership No.: 235040
Date: 14th May 2025 ICAI UDIN:25235040BMRJSI3490
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