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Independent Auditors Report
43VTech Holdings Limited Annual Report 2016
To the Shareholders of VTech Holdings Limited
(Incorporated in Bermuda with limited liability)
We have audited the consolidated  nancial statements of VTech
Holdings Limited (“the Company”) and its subsidiaries (together
“the Group”) set out on pages 44 to 68, which comprise the
consolidated statement of  nancial position as at 31 March 2016,
the consolidated statement of pro t or loss, the consolidated
statement of pro t or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated
statement of cash  ows for the year then ended and a summary of
signi cant accounting policies and other explanatory information.
Directors’ Responsibility for the Consolidated
Financial Statements
The directors of the Company are responsible for the preparation
of consolidated  nancial statements that give a true and fair view
in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board and
the disclosure requirements of the Hong Kong Companies
Ordinance and for such internal control as the directors determine
is necessary to enable the preparation of consolidated  nancial
statements that are free from material misstatement, whether due
to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated
nancial statements based on our audit. This report is made solely
to you, as a body, in accordance with Section 90 of the Bermuda
Companies Act 1981, and for no other purpose. We do not assume
responsibility towards or accept liability to any other person for the
contents of this report.
We conducted our audit in accordance with International
Standards on Auditing issued by the International Auditing and
Assurance Standards Board. Those standards require that we
comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated
nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated  nancial
statements. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material
misstatement of the consolidated  nancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of
the consolidated  nancial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the e ectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by
the directors, as well as evaluating the overall presentation of the
consolidated  nancial statements.
We believe that the audit evidence we have obtained is su cient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated  nancial statements give a
true and fair view of the  nancial position of the Group as at
31 March 2016 and of the Groups  nancial performance and cash
ows for the year then ended in accordance with International
Financial Reporting Standards and have been properly prepared
in compliance with the disclosure requirements of the Hong Kong
Companies Ordinance.
KPMG
Certi ed Public Accountants
8th Floor, Princes Building
10 Chater Road
Central, Hong Kong
17 May 2016