We have audited accompanying Ind AS standalone financial statements of Veto Switchgears and Cables
Limited (“the Company”), which comprise the balance sheet as at 31st March 2025, and the statement of
Profit and Loss (Including Other Comprehensive Income), statement of cash flows and statement of
changes in equity for the year ended 31st March 2025, and notes to the standalone financial statements,
including a summary of material accounting policies and other explanatory information (herein referred
to as “financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Ind AS standalone financial statements give the information required by the Companies Act,
2013 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, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March 2025, and Profit (Financial performance
including other comprehensive income), its cash flows and changes in equity for the year ended 31st
March 2025.
Other Matter
The Statement includes comparative figures of the Company year ended 31st March 2024 which have
been audited by the predecessor Auditors, C A S & Co, vide their report dated 29th May 2024, in which
the predecessor auditors have expressed unmodified opinion.
Our conclusion on the opinion is not modified in respect of these matters.
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
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. 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. During the course of our audit, we have
determined that there are no key audit matters to be communicated in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the management discussion and analysis Board’s Report, Annual
Report, Report on Corporate governance and Business Responsibility report but does not included in 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.
Responsibilities of Management and Those Charged with Governance for the 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 including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS
and accounting principles generally accepted in India, including the 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 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, 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 Financial Statements
1. 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.
2. 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 Companies
Act, 2013, 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 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 financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Materiality is the magnitude of misstatements in the 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.
3. 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.
4. 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.
5. 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 sub-section (11) of section 143 of the Companies Act, 2013, we give
in the Annexure 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, 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 Standalone Ind AS financial statements 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 as 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 are 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”, 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 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 pending litigations on its financial position in its financial
statements. -Refer note 40 for financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There has been no delay in transferring the amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. (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.
v. Based on our examination, which include test checks, the company has used accounting
software for maintaining its books of accounts for the Financial year ended March 31, 2025,
which have the feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transaction recorded in software. Further during our audit,
we did not come across any instances of the audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the Company as per the statutory
requirements for record retention for the current year.
vi. In our opinion and according to the information and explanations given to us, the remuneration
paid 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 to any director 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.
3. The final dividend paid by the company during the year in respect of the same declared for the previous
year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to the payment
of dividend.
The Board of Directors of the Company has proposed a final dividend for the year which is subject to
approval of the members at the ensuing Annual General Meeting. The dividend proposed is in
accordance with Section 123 of the Act to the extent it applies to dividend. (Refer note 52 to the
Standalone financial statements).
For S G C O & Co. LLP
Chartered Accountants
Firm Registration No. 112081W / W100184
Nitesh Musahib
Partner
Membership No. 131146
UDIN: 25131146BMKYYX1654
Date: 28th May 2025
Place: Mumbai
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