We have audited the accompanying standalone financial statements of Sancode
Technologies Limited ("the Company"), which comprise the standalone Balance Sheet as at
March 31, 2025, the standalone Statement of Profit and Loss and the standalone Statement
of Cash Flows for the year then ended and notes to the standalone financial statements,
including a summary of significant 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 standalone financial statements give the information required by the Companies Act,
2013, as amended ("the Act") in the manner so required and give a true and fair view in
conformity with the accounting standards prescribed under section 133 of the Act read with
Companies (Accounting Standards) Rules, 2021 and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025; and its loss
and cash flows for the year ended on that date.
Basis for opinion
We have conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing ("SAs") as specified under section 143(10) of the Act. 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 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 audit
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. We
have determined that there are no key audit matters to communicate in our report.
Other Information
The Company's Board of Directors is responsible for the other information. The other
information comprises the information included in the Directors' report, but does not
include the standalone 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.
• 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 information, we are required to report that fact. We have
nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is 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 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, read with the Companies
(Accounts) Rules, 2014.
This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding of the assets of the Company and
for preventing and detecting the 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
control, 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 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 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 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 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.
Materiality is the magnitude of misstatements in the standalone 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 results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
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 financials statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors' report unless law or regulation precludes public 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 (Auditors Report) Order, 2020 ("the Order") issued by
the Central Government of India in terms of sub-section (11) of section 143 of the Act,
we give in the Annexure A, a statement on the matters specified in the paragraph 3
and 4 of the order.
2. 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 appears from our examination of those books.
c) the balance sheet, the statement of profit and loss and the 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
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e) on the basis of 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) 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".
g) With respect to the other matters to be included in the Auditor's Report in accordance
with the requirements of section 197 of the Act, as amended, In our opinion, the
managerial remuneration for the year ended 31st March, 2025 has been paid /
provided by the Company to its directors in accordance with the provisions of Section
197 read with Schedule V of the Act;
h) With respect to the other matters to be included in Auditors 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 explanations given to us:
i. The Company does not have any pending litigations which would impact its
financial position;
ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. The management has represented that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, 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, 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.
v. The management has represented, that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, 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, 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; and
vi. Based on audit procedures which we 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) contain any
material mis-statement.
vii. The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.
viii. Based on our examination which included test checks, the Company has used
accounting software (Tally Prime) for maintaining its books of accounts which
has a feature of recording audit trail facility and the same has been operated
throughout the year for all relevant transaction 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 in respect of the accounting software.
For R T Jain & Co. LLP
Chartered Accountants
FRN : 103961W / W100182
(CA Bankim Jain)
Partner
Mem No. : 139447
UDIN : 25139447BMIDFS5867
Mumbai, May 30, 2025
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