We have audited the accompanying standalone financial statement of Xelpmoc Design and
Tech Limited (the "Company"), which comprise the Standalone Balance Sheet as at March
31,2025 and the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash
Flows for the year ended, and Notes to the Standalone financial statements, including
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 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 the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31,2025, the loss and total 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 statement 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
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters
were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion - on these
matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
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Sr.
No.
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Key Audit Matter
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Auditor's Response
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1.
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The Company derives revenue from IT services
comprising of software development and related
services, maintenance, consulting, and related
advisory services.
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Principal Audit Procedures Performed:
We assessed the Company's processes and controls to ensure that the revenue accounting standard is appropriately dealt with.
Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing
of revenue from contracts with customers as follows:
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Accuracy in recognition, measurement,
presentation and disclosures of revenues and
other related balances as per Ind AS 115 "Revenue
from Contracts with Customers"
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• Evaluated the design of internal controls and its operating effectiveness relating to adherence of the revenue accounting
standard.
• Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating
to identification of the distinct performance obligations, determination of transaction price and allocation of transaction
price to each performance obligation.
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• We carried out a combination of procedures involving enquiry and observation, re-performance and inspection of evidence
in respect of operation of these controls.
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KEY AUDIT MATTERS (Contd.)
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Sr. Key Audit Matter
No.
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Auditor's Response
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The application of the revenue accounting
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• Tested the relevant information technology systems' access and change management controls relating to contracts and
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standard involves certain key judgments relating to
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related information used in recording and disclosing revenue in accordance with the new revenue accounting standard.
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identification of distinct performance obligations,
determination of transaction price and allocation
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• Ensured that appropriate disclosures as required are provided.
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of the same to the identified performance
obligations, the appropriateness of the basis used
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Selected a sample of continuing and new contracts and performed the following procedures:
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to measure revenue recognized over a period
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• Read, analyzed and identified whether the performance Obligations listed in these contracts were distinct or not.
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or at a point in time and appropriateness in
determining contract asset and contract liability.
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• Compared these performance obligations with that Identified and recorded by the Company. Considered the terms of the
contracts to determine the transaction price including any variable consideration to verify the transaction price used to
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The standard requires disclosures which
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record revenue and to test the basis of estimation and recognition of the variable consideration.
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involves collation of information in respect of
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• Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved
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disaggregated revenue, periods over which
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time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
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the remaining performance obligations will be
satisfied subsequent to the balance sheet date
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• Actual receipts in case of fixed price contracts were mapped to performance obligations discharged on the reporting
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and movement in contract asset and contract
liability.
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date to calculate the Contract liability i.e. amount received in advance from customers Unbilled revenue was evaluated to
ensure that the performance obligation has been discharged and only the act of raising the invoice on the customer was
pending. Sample of revenues disaggregated by type, Geography and industry verticals was tested with the performance
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These contracts may involve onerous obligations
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obligations specified in the underlying contracts.
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which requires critical assessment of foreseeable
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• Performed analytical procedures for reasonableness of revenues disclosed by type, geography and industry verticals.
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losses to be made by the Company.
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For testing the Company's computation of the estimation of contract costs and onerous obligations, if any. We:
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Refer Note 2.9 - "Revenue recognition policy" to
the Standalone Financial Statements.
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• Assessed that the estimates of costs to complete were reviewed and approved by appropriate designated management
personnel.
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• Compare recent gross margins on contracts to historical trends and industry benchmarks. A significant decline in margins
might indicate potential onerous situations.
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• If a contract appears potentially onerous, assess the likelihood of incurring a loss. This may involve:
- Estimating additional costs to fulfill the contract.
- Evaluating the potential for renegotiation or termination.
- Considering the recoverability of any contract assets
• Ensure management has adequately assessed the presence of onerous contracts and considered potential Provisioning.
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Sr.
No.
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Key Audit Matter
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Auditor's Response
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2.
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Valuation of Investments:
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Our audit procedures included and were not limited to the following:
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Particulars Amount % of Total
Assets
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• We have understood and evaluated the process of the management to identify impairment indicators (if any) and valuation
of Company's Non-Current investments.
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Investment in 1,000 0.14%
Subsidiaries
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• We have evaluated the fair value of investments adopted by the management and assessed the parameters of the fair
valuation reports obtained by the management from external experts (Registered Valuer)
• We also evaluated the assumptions around the key drivers Investment valuation as mentioned in the independent
registered Valuer report which included assumptions w.r.t discount rates, expected growth rates, projections, Valuation
methodology adopted by Registered Independent Valuer.
• On a test check basis, we have verified appropriate evidence with regard to assertions of existence and rights to the
investments.
• Investment in mutual funds are valued at NAV prevailing as on the date of the financial statements and verified by us with
the statements of account.
We have verified principles for recognition, subsequent measurement and adequacy of disclosures as specified in the
accounting policy adopted by the Company based on the Indian Accounting Standards.
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Investment in - -
Associates
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Other Investments 28,185.07 3.93%
at Fair Value through
Profit and Loss A/c
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Other Investment at 6,30,844.37 87.92%
Fair Value through OCI
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Assessment of carrying value of equity investments
in subsidiaries, Associate and fair value of other
investments
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At the balance sheet date, the value of investments
amounted to ' 6,60,029.44 ('000) representing
91.99% of the total assets.
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Investments have been considered as key audit
matter due to the size of the Account Balance and
also it involves significant management judgement
and estimates such as future expected level of
operations and related forecast of cash flows,
market conditions, discount rates, terminal growth
rate etc.
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Refer to the Note No. 2.8 of the Standalone
Financial Statements for its accounting policy.
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Sr.
No.
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Key Audit Matter
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Auditor's Response
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3
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Asset held for Sale:
The Company initiated the dissolution process
of its foreign subsidiary, Xelpmoc UK, by filing a
liquidation petition prior to the balance sheet date.
As the subsidiary is no longer expected to generate
future economic benefits through continued use
and the realisation of its value is highly probable
within 12 months, the investment in the subsidiary
has been classified as a non-current asset held for
sale in accordance with Ind AS 105.
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Our audit procedures included and were not limited to the following:
• Evaluated management's assessment and documentation supporting the classification of the investment in the subsidiary
as held for sale.
• Verified the filing of the liquidation petition and reviewed relevant correspondence and legal documents.
• Assessed the appropriateness of the classification in accordance with the criteria set out in Ind AS 105.
• Reviewed the financial statement disclosures related to the asset held for sale for completeness and accuracy.
To do this:
• Obtained and examined board resolutions and communication evidencing the decision to liquidate the subsidiary.
• Held discussions with management and legal advisors regarding the timeline and expected completion of the liquidation
process.
• Evaluated the subsidiary's ability to generate future economic benefits and considered the likelihood and timing of the
planned disposal.
• Tested the valuation of the investment to ensure it does not exceed its recoverable amount.
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4
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Intangible under development:
The Company is in the process of developing a
software solution intended to support wellness
monitoring and behavioraltracking for elderly
individuals. The software is designed for integration
into residential environments and is intended to
be licensed to real estate developers and builders
for use in senior living or age-inclusive housing
projects.
The audit focused on evaluating the capitalization
of development costs, the assessment of
technological feasibility, and the recognition of
potentialfuture economic benefits. Given the
judgment involved in estimating future licensing
revenue, market adoption, and compliance with
relevant accounting standards (e.g., Ind AS 38 -
Intangible Assets), this area was considered a key
audit matter.
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Our audit procedures included and were not limited to the following:
• Obtained an understanding of the software development process, including the nature and purpose of the Rely Software
project, and evaluated the stage of development as of March 31,2025.
• Tested the design and operating effectiveness of internal controls over the capitalization process, including controls
related to cost accumulation and classification.
• Performed substantive testing on the expenses capitalized by:
o Examining time sheets, payroll records, and project documentation;
o Matching employee costs capitalized to supporting evidence such as employment contracts, time logs, and allocation
workings.
• Verified the accuracy and completeness of the amount capitalized by re-performing the calculation based on time charged
by relevant personnel and other attributable costs.
• Assessed the appropriateness of capitalization by evaluating whether the relevant development phase criteria under Ind
AS 38 were met, including technical feasibility, intention to complete, and availability of adequate resources.
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Sr. Key Audit Matter
No.
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Auditor's Response
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To do this:
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• Revalidated the recognition and measurement criteria under Ind AS 38 by assessing whether the software development
met all required conditions for capitalization, including technical feasibility and the intention and ability to complete and
use the asset.
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• Rechecked the amount capitalized by verifying the allocation of employee costs through examination of time logs, payroll
records, and cost allocation workings to ensure only directly attributable costs were capitalized.
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• Held discussions with project and finance personnel to corroborate the stage of development and understand the nature
of the expenditures incurred, ensuring that the capitalization aligns with the progress and purpose of the project.
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• Deployed audit team members with relevant expertise and invested significant time and effort in examining the
documentation, testing controls, and performing detailed substantive procedures around the capitalized development
costs.
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INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Management and 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, 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 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.
MANAGEMENT'S AND BOARD OF DIRECTOR'S RESPONSIBILITIES 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted in India. 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 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.
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.
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 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 and Board of
Directors.
• Conclude on the appropriateness of management's use of the going concern basis of
accounting in preparation of Standalone financial statements 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.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.
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) 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 purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss
including Other Comprehensive Income, Standalone Statement of Changes in
Equity and the Standalone 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
Ind AS specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on
March 31,2025 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) 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 A". 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 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 provision of Section 197 read with Schedule V of the Act.
The Ministry of Corporate Affairs has not prescribed other details under section
197(16) of the Act which are required to be commented upon by us.
h) 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 did not have any pending litigations as on reporting date;
ii. The Company did not have any long - term contracts including derivatives
contract for which there were any material foreseeable losses;
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 its knowledge
and belief, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
b) The Management has represented, that, to the best of its knowledge
and belief, no funds (which are material either individually or in the
aggregate) have been received by the Company from any person or
entity, including foreign entity ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub-clause
(i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules,
2014, as amended, as provided under (a) and (b) above, contain any
material misstatement.
v. The Company has not declared and paid any dividend during the current
year.
vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended
March 31,2025 which has the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the
software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been
preserved by the Company as per the statutory requirements for record retention.
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, to the extent applicable.
For JHS & Associates LLP
Chartered Accountants
Firm's Registration No.133288W/W100099
Samad Dhanani
Partner
Membership No.177200
UDIN: 25177200BMLJVF1988
Place: Mumbai
Dated: 30th May 2025
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