We have audited the accompanying standalone
financial statements of Gokaldas Exports Limited
("the Company”), which comprise the Balance Sheet
as at March 31, 2025, 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 policy information 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, 2025, and profit (including 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, 2025. 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 Key Audit Matters
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How the Key Audit Matters was addressed in our
audit
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1 Refer Note 2.2(d) of standalone financial
statements with respect to the accounting
policies followed by the Company for
recognizing revenue.
The Company's revenue is derived primarily
from sale of goods. Revenue from sale
of goods is recognised when control of
the products sold is transferred to the
customer and there are no longer any
unfulfilled performance obligations. The
performance obligations in the contracts
are fulfilled at the time of dispatch, delivery
or upon formal customer acceptance
depending on customer terms.
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Our audit procedures in respect of this area
included:
1. Assessed the appropriateness and consistency
of the Company's revenue recognition
accounting policies as per Ind AS 115 "Revenue
from Contracts with Customers” ("Ind AS 115”).
2. Obtained an understanding and assessed
the design, implementation, and operating
effectiveness of controls over recognition
and measurement of revenue in accordance
with customer contracts, including timing of
revenue recognition.
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Sr. No Key Audit Matters
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How the Key Audit Matters was addressed in our
audit
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Inappropriate assessment could lead to
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3.
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Performed substantive testing by selecting
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risk of revenue being recognized before
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samples of revenue transactions recorded
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transfer of control.
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during the year and verifying with the underlying
documents which include purchase orders
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In view of the above and since revenue is a
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from customers, invoice and proof of deliveries
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key performance indicator of the Company,
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(bill of lading for export sales and lorry receipts
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we have identified timing of revenue
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etc for domestic sales).
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recognition from sale of goods as a key
audit matter.
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4.
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Performed the cut-off testing of the revenue
recorded in the appropriate period and traced
the sales with the Shipping bill and Bill of lading
and other logistic documents to confirm the
appropriateness of recognition of revenue for
that period in the books of accounts.
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5.
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Obtained management representation
that revenue has been recorded as per the
requirements of Ind AS 115.
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6.
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Evaluated the appropriateness of the
disclosures made in the Standalone Financial
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Statements in relation to revenue recognised
as per relevant accounting standards.
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2 Assessment of carrying value of
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Our audit procedures in respect of this area
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investments in subsidiaries and loans given
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included:
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to subsidiaries
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1.
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We obtained an understanding from the
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Refer Note 2.2(q) and 2.2(o) of standalone
financial statements with respect to
accounting policy for impairment of
investment in subsidiaries and impairment
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management, assessed and tested the design
and operating effectiveness of the Company's
key controls over the impairment assessment
of investments and loans given.
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of financial assets respectively.
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2.
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Evaluated the competence, capabilities, and
objectivity of management's expert engaged
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As at March 31, 2025, the carrying value of
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for the valuation, obtained an understanding
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Company's investments and loans given
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of the scope and work of the expert and
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to wholly owned subsidiaries is ' 34,493.75
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evaluated the appropriateness of the expert's
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lakhs (net of provision of ' 203.39 lakhs) and
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work as audit evidence.
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' 55,052.75 lakhs, respectively.
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3.
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We evaluated the Company's process
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The Company accounts for investments in
subsidiaries and loans given at amortised
cost less any provision for impairment loss.
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regarding impairment assessment by involving
auditors valuation experts, where necessary,
to:
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Annually, the impairment assessment for
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(a) assess the reasonableness of the
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such investments and loans given have
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underlying key assumptions used
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been carried out by the management in
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in determining the fair value of the
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accordance with Ind AS 36, Impairment of
Assets, and Ind AS 109, Financial Instruments,
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subsidiaries as at the reporting date.
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as applicable.
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Sr. No Key Audit Matters
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How the Key Audit Matters was addressed in our
audit
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Where an indication of impairment exists,
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(b) assess the reasonableness of cash flow
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the carrying value of investment is assessed
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forecasts by comparing them to the
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for impairment and where applicable an
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approved budgets and our understanding
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impairment provision is recognised.
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of the internal and external factors.
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Impairment testing of Investments in
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4.
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We checked the mathematical accuracy of the
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subsidiaries and loans given to subsidiaries
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impairment model and agreed relevant data to
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is Key Audit Matter as the amount is material
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the latest budgets, actual past results and
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to the standalone financial statements and
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other supporting documents, as applicable.
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the determination of recoverable value for
impairment assessment involves significant
management judgement and estimates.
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5.
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We have discussed the key assumptions
and sensitivities with those charged with
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governance.
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6.
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Obtained management representation that
there are no impairment indicators except for
the amount provided for in the standalone
financial statements in accordance with Ind AS
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36 and Ind AS 109.
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7.
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Evaluated the appropriateness of the
disclosures made in the standalone financial
statements in relation to investments in
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subsidiaries and loans given, as per relevant
accounting standards.
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3 Assessment of control or significant
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Our audit procedures in respect of this area
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influence for Investment in optionally
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included:
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convertible debentures and measurement
of call and put option
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1.
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Obtained and evaluated the investment
agreement and securities subscription
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During the year ended March 31, 2025,
the Company subscribed in optionally
convertible debentures (OCD) issued by
BRFL Textiles Private Limited ('the investee')
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agreement and the Management's assessment
of control, to understand the terms and assess
whether the contractual rights conveyed
control under Ind AS 110, Consolidated Financial
Statements, and Ind AS 28, Investments in
Associates and Joint Ventures, including
analysis of substantive rights, decision-making
powers, and the practical enforceability
of options.
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for ' 17,500 lakhs. The investment agreement
entered with investee provides for call
option to the Company and put option to
the existing shareholders of the Investee.
Refer Note 2(p) of the standalone financial
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statements for accounting policy.
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2.
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Evaluated the competence, capabilities, and
objectivity of management's expert engaged
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Investment agreement requires
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for the valuation of derivative, obtained an
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Management to assess whether the
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understanding of the scope and work of the
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combination of conversion right and various
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expert and evaluated the appropriateness of
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contractual rights including the option
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the expert's work as audit evidence.
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conveys control or significant influence over
the investee in accordance with applicable
Ind AS.
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3.
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We evaluated the Company's process
regarding impairment assessment by involving
our valuation experts, where necessary, to:
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The Company has evaluated and assessed
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(a) assess the reasonableness of the
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for put and call option as derivative in
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underlying key assumptions used in
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accordance with Ind AS 109. The valuation of
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determining the fair value of the investee
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the derivative involves significant estimates
and inputs, including volatility, discount
rates, expected timing of exercise, and
enterprise valuation of the investee.
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as at the reporting date.
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Sr. No Key Audit Matters
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How the Key Audit Matters was addressed in our
audit
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Given complexity, materiality of the
transaction, and the subjectivity involved
in these judgments, this matter was
considered to be significant in the audit
of the Company's standalone financial
statements and was therefore identified as
a Key Audit Matter.
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4.
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(b) assess the reasonableness of cash flow
forecasts by comparing them to the
approved budgets and our understanding
of the internal and external factors.
We checked the mathematical accuracy of the
impairment model and agreed relevant data to
the latest budgets, actual past results and
other supporting documents, as applicable.
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5.
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We have discussed the key assumptions
and sensitivities with those charged with
governance.
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6.
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Obtained management representation that
there the Company does not have control
or significant influence over the investee
and estimates and judgements used in the
valuation of derivatives are appropriate in
accordance with the terms of the agreement
and applicable accounting standards.
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7.
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Evaluated the appropriateness of the
disclosures made in the standalone financial
statements in relation to investments in OCD
and fair value of derivative, as per relevant
accounting standards.
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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 the
Management report, Chairman's statement,
Director's report, Business Responsibility and
Sustainability Reporting etc but does not include
the standalone financial statements and our
auditor's report thereon. The Management report,
Chairman's statement, Director's report, Business
Responsibility and Sustainability Reporting etc
is expected to be made available to us after the
date of this auditor's report.
Our opinion on the standalone financial statements
does not cover the other information and we will
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 identified above when it becomes
available 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.
When we read the Management report,
Chairman's statement, Director's report, Business
Responsibility and Sustainability Reporting etc, if
we conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance under
SA 720 'The Auditor's responsibilities Relating to
Other Information'.
RESPONSIBILITIES OF MANAGEMENT,
BOARD OF DIRECTORS 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 is 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.
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 except for
the matters stated in the paragraph (h)
(vi) below on reporting under Rule 11(g).
(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 Flows
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
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, 2025 taken on record by the Board
of Directors, none of the directors are
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 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) The reservation relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph (b)
above on reporting under Section 143(3)(b)
and paragraph (h)(vi) below on reporting
under Rule 11(g).
(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, 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 37 to
the standalone financial statements.
ii. The Company has long-term contracts
including derivative contracts
for which there were no 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. 1. The Management has represented
that, to the best of its knowledge
and belief, other than as
disclosed in the Note 59(g) to the
standalone financial statements,
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 persons or
entities, 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 persons or entities, 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.
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 Company has neither declared
nor paid any dividend during the year.
vi. Based on our examination, the
Company has used an accounting
software for maintaining its books
of account during the year ended
March 31, 2025, which has a feature of
recording audit trail (edit log) facility,
however, the audit trail feature was
not enabled throughout the year
for certain relevant transactions at
the application level as explained in
Note 59 to the financial statements.
Further, the audit trail feature was not
enabled at the database level to log
any direct data changes. The audit
trail feature as mentioned above has
been operated throughout the year
for certain relevant transactions
only, recorded in the accounting
software. Further, during the course
of our examination, we did not come
across any instance of audit trail
feature being tampered with, in
respect of the accounting software
for the period for which the audit
trail was operating. Additionally, the
audit trail has been preserved by the
Company (wherever enabled) as per
the statutory requirements for record
retention prescribed under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014.
Based on our examination, the
Company has used a payroll software
which is operated by a third-party
software service provider for
maintaining its books of account for
the year ended March 31, 2025 as
explained in Note 59 to the financial
statements. In the absence of
independent auditor's report of the
service organization, we are unable
to comment whether the software
has a feature of recording audit trail
(edit log) facility nor are we able
to comment on whether the audit
trail feature was enabled in the said
software and operated throughout
the year for all relevant transactions
recorded in the software. We are
further unable to comment to whether
there were any instances of the audit
trail feature been tampered with and
has been preserved by the Company
as per the statutory requirements
for record retention prescribed under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.
Based on our examination, the
Company has used inventory software
for maintaining its books of account
which do not have a feature of
recording audit trail (edit log) facility
as explained in Note 59 to the financial
statements. Accordingly, we are
unable to comment whether the audit
trail feature has been tampered,
and whether the audit trail has been
preserved by the Company as per the
statutory requirements for record
retention prescribed under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014.
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
Pankaj S Bhauwala
Partner
Membership No. 233552
UDIN: 25233552BMJHPV9785
Place: Bengaluru
Date: May 21, 2025
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