We have audited the accompanying Standalone Financial Statements of Setco Automotive Limited (hereinafter referred
as “the Company”), which comprise the Balance sheet as at March 31, 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended and Notes to the Standalone Financial Statements, including a summary of material accounting policies and other
explanatory information (hereinafter collectively referred 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 (hereinafter referred as “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 (Indian Accounting Standards) Rules, 2015 as amended (hereinafter
referred as “Ind AS”) and other accounting principles generally accepted in India, of the state of affairs (financial position)
of the Company as at March 31, 2025, its losses (financial performance including other comprehensive income), its cash
flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (hereinafter referred as “SAs”) 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 (hereinafter referred as
“ICAI”) 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 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.
Emphasis of Matter
We draw attention to the following matters in the Notes to the Standalone Ind AS financial statements:
a. The company has not charged interest on unsecured loan to the subsidiaries. (Refer Note no. 3 and 9 of Standalone
Ind AS Financial Statements).
b. The Company has not provided Interest on the Unsecured Loan from Setco Auto Systems Private Limited ('SASPL'),
a subsidiary Company, as the same is repayable as per mutually agreed terms / period and no interest is accordingly
accrued on such liability. (Refer Note No. 13 of Standalone Ind AS Financial Statements).
c. The Company has total Non-Current Investment of Rs 23,350 Lakhs (Previous Year Rs. 23,357 Lakhs) as at the
balance sheet date, out of the same company has provided for 'Impairment in Value of Investments' of Rs 11,133
Lakhs (Previous Year Rs. 11,133 Lakhs) in earlier years and stated at net value of Rs 12,217 Lakhs (Previous Year
Rs. 12,224 Lakhs), which is in the opinion of the management is fair value of the net investment.
Our opinion is not modified in respect of these matters
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 year. These matters were addressed in the context of our audit of the
standalone financial statements taken as a whole; in forming our opinion thereon and we do not provide a separate opinion
on these matters. We have determined the key audit matter as described below:
Determination of fair value of carrying amount of investments
Description of key audit matter:
The Company has investments (net of impairment provisions) of Rs. 12,217 Lakhs as at 31 March 2025 consisting of
investments in the equity instruments of subsidiaries and other related entities which are valued as per Ind AS 109,
“Financial instruments”. By their nature, these are subjected to various factors related to respective investee entities
including but not limited to, economic factors, business dynamics, financial performance etc. and impact a fair valuation
of these investments. Accordingly, this necessitates a close monitoring by the management of these situations and
judgement, based on appropriate evaluation criteria to arrive at a fair value of carrying amounts of these assets as at
balance sheet date. Against this background, this matter was of significance in the context of our audit.
Description of Auditor response:
We have carried out a comparison between carrying value of investment as at balance sheet date and net worth as reflected
by latest audited and / or management certified financials of investee companies. Wherever carrying amount of investment
is more than the net-worth of investee Company we have discussed and enquired with the management the process
followed by them to identify permanent diminution, if any, in the value of investment and necessary accounting treatment
adopted in the books. In addition, management has provided us with the future business plans, wherever necessary and
how in their business judgement such gap between investment and net-worth of the investee is either compensated with
improving business conditions or valuations of such entities. Going forward our regular audit procedures are designed to
keep a follow up on outcomes of these management assertions.
Information other than the Standalone Financial Statements and Auditor’s Report thereon (hereinafter
referred as “other information”)
The Company's Management and Board of Directors are responsible for the preparation of the other information. The
other information comprises the Board's report and management discussion and analysis included in the annual report but
does not include the Standalone Financial Statements and our report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form
of assurance and / or conclusions 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. 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 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 financial
position, financial performance, cash flows and changes in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Ind AS. 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, Company's 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 management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are 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 scepticism throughout the audit. We also:
a) 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.
b) 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.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
d) 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.
e) 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 Standalone 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 Standalone
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 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
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. As required by Section 143 (3) of the Act and based on our audit 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;
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement
of Changes in Equity and the Statement of Cash Flows statement 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, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended;
e) On the basis of the written representations received from the directors as on March 31,2025 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31,2025 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”. Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial
controls over financial reporting;
g) With respect to the other matters to be included in the auditor's report in accordance with the requirements of
Section 197(16) of the Act, as amended, we report that 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; and
h) 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:
i. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial
position in its Standalone Financial Statements - Refer Note 31 to the Standalone Financial Statements.
ii. The Company has made provision, as required under the applicable law or Ind AS, for material
foreseeable losses, if any, on long term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Company during the year.
iv. Reporting on rule 11(e):
a. The Management has represented that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) 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 or entity, including foreign entity (“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;
b. The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from
any person or entity, including foreign entity (“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;
c. 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 (a) and (b) above,
contain any material misstatement; and
v. During the year, Company has not declared / paid any dividend hence reporting under rule 11 f is not
applicable to that extent.
vi. Based on our examination which included test checks and based on explanations and details provided
to us, except for the instance listed below, 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. Further, during the
course of our audit we did not come across any instance of audit trail feature being tampered with:
a. Table schema level changes carried out from the application are not tracked; and
b. The company uses SAP application, which is operated by a third-party software service provider,
for maintaining its books of account and in absence of either SOC2 report or Independent
auditor's report, we are unable to comment whether audit trail feature of the said software was
enabled at database and operated throughout the year for all relevant transactions recorded in
the software or whether there were any instances of the audit trail feature been tampered with.
Additionally, except for the consequential impact of the points mentioned above, the audit trail has been preserved by the
Company as per the statutory requirements for records retention.
Sharp & Tannan Associates
Chartered Accountants
Firm's Registration No.: 0109983W
by the hand of
CA Pramod Bhise
Partner
Membership No.: (F) 047751
Mumbai, May 27, 2025 UDIN: 25047751BMKXDL3214
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