Sr
Key Audit Matters How the matter was addressed in our audit
No. y
We have audited the accompanying Standalone financial statements of TAC INFOSEC LIMITED ("the Company"), which comprise:
(a) The Balance Sheet as at March 31,2025,
(b) The Statement of Profit and Loss for the year ended on March 31,2025 and
(c) Cash Flow Statement for the year ended on March 31, 2025,
and notes to financial statements including summary of significant accounting policies and other explanatory informa¬ tion (hereinafter referred to as 'Standalone Financial Statements').
In our opinion and to the best of our information and accord¬ ing to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ('The Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit including, 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 Compa¬ nies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies Act, 2013 and the Rules there under, 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 standalone AS 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 AS Financial statements for the year ended March 31 2025. These matters were addressed in the context of our audit of the Standalone AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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1.
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Investment Accounting for acquisitions of Foreign Subsidiary and Wholly Owned Subsidiary
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(See Note 2.1(VIII) and 16 to standalone AS financial statements)
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During the year, the Company acquired equity in an existing
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Our procedures included:
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entity i.e. CyberScope I.K.E and also established a wholly
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Reviewing investment agreements, incorporation documents,
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owned subsidiary i.e. TAC Cyber Security Consultancy L.L.C. These investments are significant in value and strategic
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and approval by the Board of Directors;
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importance. In the standalone financial statements, they are
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Verifying the classification and accounting of investments
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accounted for as long-term investments in accordance with
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under AS 13;
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AS 13 - Accounting for Investments.
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Assessing whether any indicators of impairment existed as at
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The determination of whether there is any diminution in the value of these investments that is other than temporary
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the balance sheet date;
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requires significant judgment, especially for newly acquired
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Discussing with management the rationale for the investment
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or recently incorporated entities where historical financial
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and its future strategic intent;
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performance may be limited.
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We have obtained documentation for acquisition of TAC
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Given the quantum of investment and management's assumptions in assessing the carrying value, we considered
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Cyber Security Consultancy L.L.C., CyberScope I.K.E.;
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this a key audit matter.
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We have also verified the same along with reporting requirements of FEMA.
In case of acquisition of 60% shareholding of CyberScope I.K.E, at cost of $13,50,000. Company has paid consideration of $5,00,000 till 31st March, 2025 and balance purchase price is payable till September 2025 upon the achievement of revenue and profit targets as per share purchase agreement dated 04th February, 2025.
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We have also evaluated the adequacy and verified the accounting treatment & disclosures of the same in standalone Financial Statement as required in accordance with generally accepted accounting principles in Inda (Indian GAAP).
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3. Issue of Equity Shares on Initial public offering of Rs. 2,999.38 Lakhs
(refer Note 35 to financial statements for disclosure pertaining to fresh issue and utilization)
2. Recoverability of Trade Receivables
(See Note 2.1(VIII) and 16 to standalone AS financial statements)
The Company's trade receivables represent a material portion of the balance sheet. Given the nature of its business—providing IT-enabled cybersecurity services—col¬ lection cycles can vary significantly depending on service delivery milestones, contract terms, and client acceptance procedures. A significant portion of these receivables pertains to government and large enterprise clients where delays in collection are common.
There is inherent judgment involved in assessing the recoverability of outstanding balances, especially in light of aged receivables, possible disputes, or lack of firm contractu¬ al evidence of delivery/acceptance. The risk of misstatement arises if provisions for doubtful debts are not appropriately recognized.
During the year, the Company has issued equity shares on a Initial public offering to Public. The total amount raised and the accounting treatment involves complex regulatory, legal, and accounting considerations under applicable laws including the Companies Act, 2013, SEBI (ICDR) Regulations, and generally accepted accounting principles.
We considered this a key audit matter due to:
• The materiality of the transaction in the context of the Company's financial position;
• The significant judgment involved in determining the fair value of warrants and shares;
• Compliance requirements related to pricing guidelines, allotment timelines, lock-in periods, and disclosure norms; and
• The impact on share capital, securities premium, and earnings per share.
Our procedures included:
Evaluating the Company's revenue recognition and receivables collection policies;
Testing aging reports and reconciling them with underlying accounting records;
Reviewing material contracts and delivery evidence to assess the validity of the receivables;
Inquiring with management about long-pending balances and assessing their responses;
Verifying subsequent collections and obtaining direct balance confirmations from major customers;
Assessing the adequacy of provisioning policies in light of historical collection trends and management estimates.
We found that the management's assessment of recoverabili¬ ty of trade receivables and related disclosures were, in all material respects, consistent with the underlying documenta¬ tion and the applicable accounting framework as per generally accepted accounting principles in India.
Our audit procedures included, among others:
• Obtained and reviewed the resolutions of the Board of Directors and shareholders for issuance of equity shares on Initial public offer basis.
• Verified compliance with relevant provisions of the
Companies Act, 2013 and SEBI (ICDR) Regulations, including
eligibility criteria, pricing, and disclosure requirements;
• Evaluated the accounting treatment adopted by the management with reference to applicable AS along with Issue expense incurred of Rs. 427.58 Lakhs adjusted against security premium;
• Verified the receipt of consideration against equity shares with bank statement of Special account opened by the company for the purpose of issue;
• Assessed the adequacy and appropriateness of related disclosures in the financial statements.
• We have checked PAS-03 filed by the company with ROC dated 04th May, 2024.
• Verified the utilization made by the company after transferring the funds from special bank account to its Fixed Deposit of proceeds received from issue of equity shares in accordance with Object of the issue approved as per final prospectus dated 04th April, 2024. Amount spent by Company from its special account and withdrawal of Fixed deposit is considered on FIFO basis after the transfer of amount from special bank account maintained for the issue. Disclosures of the utilization of funds are presented in Note 35 of the financial statements.
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 Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, 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 AS 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 AS 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. However, we have nothing to report in this matter.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS
The Company's Management 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 AS financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (AS)
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and applica¬ tion 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 AS 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 AS 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. Board of Directors are also responsible for overseeing the Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE 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:
• 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 an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls 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.
• 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 signifi¬ cance in the audit of the standalone financial statements of the current period and are therefore reported as 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 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, 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. Insofar as the modification on maintaining an audit trail in the accounting software is concerned, refer paragraph 3 (f) below.
(c) The Balance Sheet, Statement of Profit and Loss, the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounts) Rules, 2014 issued there under.
(e) On the basis of written representations received from the directors from 31 March 2025 to 18 April 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) The modification arising from the maintenance of the audit trail on the accounting software, comprising the application and database are as stated in the paragraph 3 (f) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
3. 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:
(a) The Company has disclosed the impact of pending litigations on its financial position in its AS financial statements - Refer Note No. 30(b) & 33 to the AS financial statements.
(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(c) As company has not declared dividend since its incorporation, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(d) (a) The managements has represented to us that, to the best of their knowledge and belief and read with note 37(xi) to the standalone financial statements, 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 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.
(b) The managements has represented to us that, to the best of their knowledge and belief and read with note 37(xii) to the standalone AS financial statements 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, 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 performed by us on the Company whose financial statements have been audited under the Act, 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.
(e) The Company has not proposed final dividend or provided interim dividend for the year ended 31 March 2025 and 31 March 2024. Hence not commented upon by us on this matter.
(f) For the financial year 2024-25, based on our examination which included test checks and information given to us, the Company has used cloud-based accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and same was operated throughout the year for all relevant transactions recorded in the respective software (refer note 37(xiii) to the standalone financial statements). Further during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of accounting software. Additionally, audit trail of relevant prior year has not been preserved by the company as it was not enabled and recorded in previous year as stated in note 37(xiii) to the standalone financial statements.
4. 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 according to the information and explana¬ tions given to us, the managerial remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act, read with Schedule V of the Act. The remuneration paid to any directors is according to the special resolution passed in meeting dated October 24, 2023. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.
For Maharishi & Co.,
Chartered Accountants ICAI Firm Registration No.
124872W
Kapil Sanghvi Partner
Membership No. 141168 UDIN: 25141168BMJHWW3754 Date: April 28, 2025 Place : Jamnagar
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