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Company Information

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FIDEL SOFTECH LTD.

15 September 2025 | 12:00

Industry >> IT Consulting & Software

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ISIN No INE0LQQ01019 BSE Code / NSE Code / Book Value (Rs.) 32.96 Face Value 10.00
Bookclosure 06/06/2025 52Week High 234 EPS 6.79 P/E 27.10
Market Cap. 253.01 Cr. 52Week Low 109 P/BV / Div Yield (%) 5.58 / 0.00 Market Lot 1,000.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

We have audited the Standalone Financial Statements of Fidel Softech Limited (“the Company”), which comprises the Balance
Sheet as at 31st March 2025, the Statement of Profit and Loss, 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
(hereinafter referred to 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 the Standalone
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 Accounting Standards prescribed under Section 133 of the Act read with Companies
(Accounts) Rules, 2014 as amended (’’Accounting Standards”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31st March 2025, and its profit 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 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 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 year. 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.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Standalone Financial Statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.

Sr.

No.

Key Audit Matter

How our audit addressed the key audit matter

1.

Revenue Recognition

(Refer note 20 of the accompanying Standalone Financial
Statements)

The Company has various streams of revenue with multiple
types of customer contracts characterized by a large volume
of transactions. Revenue recognition involves certain key
judgments relating to identification of contracts with customers,
determination of transaction price, achievement of milestones
and completion of contracts.

Due to multiple types of revenue contracts with large volume
of transactions and judgment required by the management
this matter is considered as a key audit matter.

Our audit procedures included the following:

• Assessed the appropriateness of the revenue
recognition accounting policies and its compliances
with applicable accounting standards. We selected
samples from various types of customer contracts
and tested the occurrence, completeness and
measurement of those transactions by inspecting the
underlying documents.

• Performed testing for samples of revenue transactions
recorded closer to the year-end by verifying underlying
documents, to assess the accuracy of the period
in which revenue was recognized also inspected
relevant ledgers, purchase orders, agreements and
other information that indicate the existence of related
party relationships or transactions.

Sr. No.

Key Audit Matter

How our audit addressed the key audit matter

• Assessed the appropriateness of accounting policies
for unbilled revenue and their compliance with
applicable accounting standards by testing samples
of contracts and evaluating timing and measurement
of revenue recognition.

• Reviewed management's estimates and assumptions
for recognizing unbilled revenue, including billing
schedules and customer acceptance.

2.

Transaction with Related Parties

(Refer note 30 of the accompanying Standalone Financial
Statements)

Revenue from transactions with related parties comprises
around 27% (approximate) of revenues in FY 2024-25.
Receivables and loans to related parties comprise around
20% of total assets as on 31 March 2025.

Due to large volume of transactions with related parties
this matter is considered as a key audit matter.

• Evaluated the completeness, adequacy and
appropriateness of disclosures made in the
Standalone Financial Statements of transactions
(related parties) in accordance with the requirements
of AS.

• Tested recoverability of loans, receivables and
investments in related parties including management's
basis of considering such amounts recoverable and
checking the repayment of such balances over the
year.

• Obtained and read the personal guarantee provided
by promoters of the Company in relation to loans
and receivables from related party namely LinguaSol
Private Limited.

• Evaluated the design and tested operating
effectiveness of the relevant internal financial controls
to identify and disclose revenue of related parties and
ensuring compliance with statutory requirements,
assessing recoverability of the amount due from the
related parties.

Information Other than the Standalone Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Board's Report, including annexures thereto, 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.

Responsibility of Management and Those Charged with Governance for the Standalone 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 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. 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, 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these the
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 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 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. A statement on the matters specified in paragraphs 3 and 4 of 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 A” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, 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 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 it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this Report are in
agreement with the relevant books of account.

d) In our opinion, the aforesaid the 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 the written representations received from the directors for the year ended 31st March 2025 taken on
record by the Board of Directors, none of the directors are disqualified for the year ended 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, as amended in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company has no pending litigations which may have an impact on its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses. (Refer Note 39 to the Standalone Financial Statements)

iii. There were no amounts which were 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 it's knowledge and belief, as disclosed in the Note

41 in 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

b. The management has represented that, to the best of it's knowledge and belief, as disclosed in the Note
41 in 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

c. Based on audit procedures, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material mis-statement.

v. The Company has declared the dividend during the year in compliance of Section 123 of the Companies Act 2013.
The final dividend paid by the Company during the year ended March 31, 2025 in respect of such dividend
declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend. (Refer Note 43 to the Standalone Financial Statements)

vi. Based on our examination, the company, has used accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

3. 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:

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. 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) which are required to be commented upon by us.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration No.105215W/W100057

Anand Jog

Partner

Membership No.: 108177
UDIN: 25108177BMJBPO6508

Pune, April 30, 2025