L&T Technology Services Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of L&T Technology Services Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material 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 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 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 state of affairs of the Company as at March 31, 2024, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (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 ("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 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.
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 for the year ended March 31, 2024. 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.
Sr.
No
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Key Audit Matter
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How the Key Audit Matter was addressed in our audit
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1
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Revenue recognition - fixed price contracts
Refer Note 2(e) to material accounting policies,
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Our audit procedures in respect of this area included among others, the following:
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Note 23 and Note 44 to the standalone
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1. Obtained an understanding of the systems, processes and
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financial statements.
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controls implemented by the Company with respect to recognition of actual cost incurred on each contract, estimation
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The Company engages in fixed price contracts
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of future cost to completion, measurement of unbilled
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with its customers wherein revenue from such
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revenue, unearned revenue and the total contract revenue on
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contracts is recognized over time. The Company uses input method to recognize revenue, as it
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its completion.
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represents efforts expended towards satisfying
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2. Involved Information technology ('IT') specialists to assess
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a performance obligation relative to the
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the design and operating effectiveness of the key IT controls
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total expected efforts or inputs to satisfy the
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relating to revenue recognition and in particular:
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performance obligation.
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• Assessed the IT environment in which the business systems
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This involves computation of actual cost incurred
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operate and tested system controls over computation of
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and estimation of total cost on each contract to
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revenue recognized.
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measure progress towards completion.
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• Tested the IT controls over appropriateness of cost and
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Amount of revenue recognition in respect of fixed price contracts has been identified as a Key Audit Matter considering that:
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revenue reports generated by the system.
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Sr. Key Audit Matter No
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How the Key Audit Matter was addressed in our audit
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• these contracts involve identification of
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• Assessed the appropriateness of actual cost incurred on
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actual cost incurred on each contract;
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contracts including the testing the IT general controls and specific IT application controls over information systems
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• these contracts require estimation
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used for capturing these costs and
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of future cost for completion of each
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contract; and
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• Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized
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• at the period end a significant amount
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recording/changes to costs incurred on sample basis.
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of contract assets (unbilled revenue) or
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contract liabilities (unearned revenue)
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3.
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Verified on test check basis whether the revenue recognized is
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related to each contract is to be
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in accordance with the applicable Indian Accounting Standard,
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identified.
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including:
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For the year ended March 31,2024, revenue
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• Verification of the underlying agreements and other forms
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from fixed price contracts amounts to Rs.
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of supporting documentation to ensure that each party's
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33,375 million.
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rights and obligations regarding the goods or services to be transferred and payment terms are identified and contracts have commercial substance.
• Inspection of the underlying agreements and other forms of supporting documentation to ensure that various performance obligations within a contract have been properly identified by management.
• Inspection of the underlying agreements and other forms of supporting documentation to ensure that transaction price has been properly determined and allocated to relevant performance obligations on an appropriate basis.
• Verification of the Company's computation of revenue to be recognized over a period of time on a sample basis, where we performed the following:
_ Verified management's process relating to the estimation of contract costs required to complete the respective projects and assessed that the estimates of costs to complete were reviewed and approved by appropriate designated management personnel and are appropriate.
_ Verified the reasonableness of management's estimation of cost projections by comparing actual cost incurred with management initial/updated estimation of total cost for that project.
_ Recomputed the amount of revenue recognised on these contracts and compared the same with the actual revenue recorded and
_ Assessed the appropriateness of work in progress (contract assets and contract liabilities) as at the balance sheet date by evaluating the underlying documentation to identify possible delays in achieving milestones which require changes in estimated costs to complete the remaining performance obligations.
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4.
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Assessed the adequacy and appropriateness of disclosures made in standalone financial statements in compliance with applicable Indian Accounting Standards and applicable financial reporting framework.
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Sr.
No
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Key Audit Matter
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How the Key Audit Matter was addressed in our audit
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2
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Derivative financial instruments and
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Our audit procedures in respect of this area included among
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hedge accounting
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others, the following:
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Refer Note 2(m)(iii) to material accounting
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1.
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Obtained understanding of the Company's overall hedge
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policies, Note 7, Note 14, Note 18, Note 20, and
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accounting strategy, forwards and options valuation
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Note 36 to the standalone financial statements.
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methodologies and hedge accounting process from initiation to settlement of derivative financial instruments including
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The Company enters into derivative financial
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assessment of the design and implementation of controls and
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instruments like forward and option contracts to manage its exposure of foreign currency
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tested the operating effectiveness of these controls.
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risk of highly probable forecasted transactions
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2.
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Assessed whether the Company's accounting policy for
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which arise during the normal course of its
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hedge accounting is in accordance with the applicable Indian
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business.
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Accounting Standards.
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Derivative financial assets and derivative
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3.
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Verified the assertion relating to existence of the derivative
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financial liabilities measured at fair value
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contracts outstanding as at March 31, 2024 by obtaining
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amounted to INR 1,353 million and INR 66
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independent balance confirmations from the respective
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million respectively as at March 31, 2024. The
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counterparties, verification on a sample basis the underlying
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net movement of cashflow hedge reserve (net of
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agreements and other forms of supporting documentation
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taxes) recorded in other comprehensive income
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and verification of supporting documentation for subsequent
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for the year ended March 31, 2024, amounted
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realisation or settlement after the end of the reporting year.
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to INR 519 million.
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4.
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Verified the assertion relating to completeness of derivative
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In order to apply hedge accounting,
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transactions by requesting confirmation from counterparties
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management is required to demonstrate that
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who are frequently used but with whom the accounting
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the underlying contract is considered to be a
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records indicate there are presently no derivatives, reading
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highly probable forecasted transaction, that
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other information, such as minutes of meetings of the
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the hedges are effective and maintain adequate
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board of directors or other relevant committees, inspecting
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hedge documentation. A degree of subjectivity
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documentation in paper or electronic form for activity
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is also required to determine when hedge accounting is to be considered as ineffective.
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subsequent to the end of the reporting period.
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Fair value movements of the forward and
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5.
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Verified the assertion relating to existence and accuracy by
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option contracts are driven by movements in
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inspecting on a sample basis the underlying agreements and
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financial markets. These transactions may have
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other forms of supporting documentation.
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a significant financial effect and have extensive accounting and reporting obligations and accordingly, this is considered as a Key Audit
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6.
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Verified management's hedge documentation and underlying hedge contracts, on a sample basis.
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Matter.
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7.
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Verified management's expectation at the inception of the hedge that the hedging relationship will be highly effective and its periodic assessment of the ongoing effectiveness of the hedging relationship in accordance with the applicable Indian Accounting Standards.
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8.
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Verified that the amounts reclassified from cash flow hedge reserve to the Statement of Profit and Loss as a reclassification adjustment being in the period in which the cash flows of the hedged items affect Profit or Loss.
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9.
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Re-performed the year-end fair valuations including evaluation of hedge effectiveness of derivative financial instruments on a sample basis and compared these valuations with those recorded by the Company.
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10.
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Assessed the adequacy and appropriateness of disclosures made in standalone financial statements in compliance with applicable Indian Accounting Standards and applicable financial reporting framework.
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Sr. Key Audit Matter No
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How the Key Audit Matter was addressed in our audit
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3 Business Combination under Common
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Our audit procedures in respect of this area included among
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Control - Business Acquisition of Smart
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others, the following:
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World and Communication (SWC) Business
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1.
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Obtained and read the business transfer agreement to assess
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a Larsen & Toubro (L&T) business unit by
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whether the acquisition meets the definition of business as per
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the Company.
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the guidance given in Ind AS 103 Business combination.
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Refer Note 2(v) to material accounting policies,
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Note 45 to the standalone financial statements.
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2.
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Ensured that the acquisition meets the definition of common
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control, to be accounted for as per the requirements of
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The Company has completed the acquisition
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Appendix C: Business combinations of entities under common
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of SWC business of L&T on April 1, 2023. The
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control of Ind AS 103.
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acquisition has been accounted under the
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'pooling of interest' method in accordance
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3.
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Ensured that the prior year financial information has been
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with Appendix C of Ind AS 103 - 'Business
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appropriately restated, to reflect the results of the SWC division,
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Combinations' of entities under common
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as per the requirements of Appendix C: Business combinations
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control.
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of entities under common control of Ind AS 103.
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The carrying value of assets and liabilities of SWC
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4.
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Ensured that the accounting policies and the basis of
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as at April 01, 2022, before business acquisition
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accounting estimates of the SWC division are consistent with
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has been incorporated in the standalone
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that of Company for like transactions and other events in
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financial statements of the Company.
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similar circumstances.
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Accordingly, the Company has restated
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5.
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Verified that the consideration paid for acquisition of business
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its previously issued standalone financial
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is appropriately accounted for, as per the requirements of
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statements for the year ended March 31, 2023.
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Appendix C: Business combinations of entities under common
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Considering the magnitude and complexity in
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control of Ind AS 103.
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accounting for this transaction, the aforesaid
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6.
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Assessed the adequacy and appropriateness of disclosures
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business combination accounting treatment
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and related disclosure in standalone financial
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statements has been considered to be a key
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audit matter.
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Information Other than the Standalone 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 Director's Report and Management Discussion and Analysis 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 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.
Responsibilities 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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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 statement 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 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The 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.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial Statements.
Other Matter
The Standalone financial information for the year ended March 31, 2023 which was included in the previously issued audited standalone financial statements of the Company for the year ended March 31, 2023 has been restated as per the requirements of Ind AS 103 Appendix C "Business combination of entities under common control" to give effect to the acquisition of the Smart World and Communication division of Larsen & Toubro Limited ('SWC division') and scheme of amalgamation of wholly owned subsidiaries, Esencia Technologies India Private Limited, Graphene Semiconductor Services Private Limited and Seastar Labs Private Limited (collectively referred to as 'Wholly Owned Subsidiaries') with the Company as described in note 45(i) and 45(ii) to the Standalone financial statements. The financial information of the SWC division and aforesaid three Wholly Owned Subsidiaries that has been included in the restated audited standalone financial statements for the year ended March 31,2023 have been audited by other auditors, whose audit reports has been furnished to us. The adjustments made to the previously issued audited standalone financial statements for the year ended March 31,2023 to give effect to the acquisition and amalgamations have been audited by us.
Our opinion is not modified in respect of this matter.
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 Act, we give in "Annexure B" 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 Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flow 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 Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31,2024, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(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 of pending litigations on its financial position in its standalone financial statements -Refer Note 31 to the standalone financial statements;
ii. The Company did not have any long-term contracts for which there were any material foreseeable losses. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on 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.
iv. (1) The Management has represented that,
to the best of its knowledge and belief, 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, 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.
(2) The Management has represented, that, to the best of its knowledge and belief, 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, as on the date of this audit report, that the Company shall, 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
(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement.
v. The final dividend paid by the Company during the year in respect of the same declared for the year is in accordance with section 123 of the Act, to the extent it applies to payment of dividend.
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.
The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. (Refer Note 16.9(c) to the standalone financial statements)
vi. Based on our examination, the Company has used an accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility. The audit trail feature has been operated throughout the year for all transactions recorded in the accounting softwares. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.
For M S K A & Associates
Chartered Accountants ICAI Firm Registration No.105047W
Vishal Vilas Divadkar
Partner
Place: Mumbai Membership No. 118247
Date: April 25, 2024 UDIN: 24118247BKFOIT3544
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