INDEPENDENT AUDITOR’S REPORT
TO
THE MEMBERS OF
EMS LIMITED
(Formerly Known as EMS Infracon Private Limited)
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated financial statements of EMS LIMITED
(Formerly Known as EMS Infracon Private Limited) (“herein referred to as the holding
Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the
group”) which comprise the consolidated balance Sheet as at March 31. 2023, the consolidated
statement of Profit and Loss (including other comprehensive income), consolidated statement of
change in Equity and the consolidated statement of cash Flows for the year then ended and notes to
consolidated financial statements including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated 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 companies (Indian
Accounting standards) Rules 2015, as amended (Ind AS) and other accounting principles generally
accepted in India, of the consolidated state of affairs of the Company as at 31 March 2023, of its
consolidated profit and other comprehensive income, consolidated changes in equity and
consolidated cash flows for the year then ended.
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 Consolidated Financial Statements section of our
report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued
by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
opinion on the consolidated 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 consolidated financial statements of the current period. There are no such matters
which are required to be addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
OTHER INFORMATION
The Holding Company’s Management and Board of Directors are responsible for the other
information. The oilier information comprises the information included in the Management
Discussion and Analysis, Board’s report including Annexure to Board Report, Business
Responsibility Report, Corporate Governance and Shareholder’s Information.
In connection with our audit of the consolidated 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 consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
MANAGEMENT’S AND BOARD OF DIRECTOR’S RESPONSIBILITY FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The Holding Company’s Management and Board of Directors are responsible for the preparation
and presentation of these consolidated financial statements in term of the requirements of the Act
that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and other
comprehensive income, consolidated statement of changes in equity and consolidated cash flows of
the Group in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective
Management and Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of each company and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the 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
consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of
the consolidated f nancial statements by the Management and Board of Directors of the Holding
Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of
Directors of the companies included in the Group are responsible for assessing the ability of each
company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the respective Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for
overseeing the financial reportmgrnroeess of each company
AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF CONSOLIDATED FINANCIAL
STATEMENT
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements. We conducted our audit in accordance with the
Standards on Auditing specified under Section 143(10) of the Act, Those Standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether consolidated financial statements are free from material misstatement.
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 consolidated 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 materia! 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 financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section !43(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 the 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 uncertainly exists, we are
required to draw attention in our auditor’s report to the related disclosures in the
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 ol the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying events in a manner that achieves fait presentation.
We communicate with those charged with governance of the Holding company and such other
companies included in the consolidated financial statements of which we are the independent
auditors 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 consolidated 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 section 143(3) of the Act, based on our report, 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 of the aforesaid
consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including
other comprehensive income), the consolidated statement of changes in equity and the
consolidated statement of cash flows dealt with by this Report are in agreement with the
relevant books of account maintained for the purpose of preparation of the consolidated
financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS
specified under Section 133 of the Act.
e) On the basis of written representations received from the directors of the Holding Company
as on 31 March 2023 taken on record by the Board of Directors of the Holding Company
and on the basis of written representations received by the management from directors of its
subsidiaries which are incorporated in India, as on 31 March 2023, none of the directors of
the Group companies incorporated in India is disqualified as on 31 March 2023 from being
appointed as a director in term^oTSection 164(2) of the Act.
0 With respect to the adequacy of the internal financial controls over financial reporting of the
Holding company and its subsidiary companies incorporated in India and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”;
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, as amended in our opinion and
to the best of our information and according to the explanations given to us:
i. The consolidated financial statement has no pending litigations as at 31 March 2023
which impacts the consolidated financial position of the Group.
ii. The Group did not have any material foreseeable losses on long-term contracts
including derivative contracts during the year ended 31 March 2023.
iii. There has been no delay in transferring amounts to the Investor Education and
Protection Fund by the Holding Company during the year ended 31 March 2023.
There are no amounts which are required to be transferred to the Investor Education
and Protection Fund by the Subsidiary Companies incorporated in India during the
year ended 3! March 2023.
iv. (a) The Management of the Holding Company represented that, to the best of their
knowledge and belief, no funds have been advanced or loaned or invested except
joint ventures (either from borrowed funds or share premium or any other sources or
kind of funds) by the Holding Company or any of its subsidiary companies
incorporated in India 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 directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Holding Company or any of its subsidiary companies incorporated in India
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(b) The Management of the Holding Company represented that, to the best of their
knowledge and belief, no funds have been received by the Holding Company or any
of its subsidiary companies incorporated in India from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Holding Company or any of its subsidiary
companies incorporated In India 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.
(c) Based on the audit procedures performed that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice that caused us
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) , as
provided under sub clause^a^R^db) contain any material misstatement.
v. The Board of Directors of the Group have not declared or paid any dividend during
the year as per section 123 of the Companies Act 2013.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for
the Holding Company or any of its subsidiary companies incorporated in India only
with effect from 1 April 2023, reporting under Rule i 1(g) of the Companies (Audit
and Auditors) Rules, 2014 is not applicable.
h) 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 Holding Company to its directors is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director by the Holding Company is not in excess of the limit laid down under Section 197
of the Act. The subsidiary companies incorporated in India have not paid any remuneration
to its directors during the year. 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.
2. 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 “Annexure B” a
statement on the matters specified in paragraphs 3 and 4 of the Order.
For Rishi Kapoor & Company
Chartered Accountants
Place: Ghaziabad ff&f
Date : 27.07.2023 U*IgHaZU^W
(Jyo|j.kVora)
Partner
M.No.455362
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