We have audited the accompanying standalone financial statements of Gokaldas Exports Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the 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, 2026, and its 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 SAs 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 we have obtained 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 of the current year. 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
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Our audit procedures in respect of this area included:
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financial statements with respect to the accounting policies followed by the Company for recognizing revenue.
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1.
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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").
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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
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2.
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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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any unfulfilled performance obligations. The performance obligations in the contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance as applicable depending on customer terms.
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3.
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Performed substantive testing by selecting samples of revenue transactions recorded during the year and verifying with the underlying documents which include purchase orders from customers, invoice and proof of deliveries (bill of lading for export sales and lorry receipts etc for domestic sales).
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Inappropriate assessment could lead to risk of revenue being recognized before transfer of control.
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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
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In view of the above and since revenue
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books of accounts.
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is a key performance indicator of the Company, we have identified timing of revenue recognition from sale of goods
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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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as a key audit matter.
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6.
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Evaluated the appropriateness of the disclosures made in the Standalone Financial Statements in relation to revenue recognised as per relevant accounting standards.
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Sr. No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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2
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Assessment of carrying value of
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Our audit procedures in respect of this area included:
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investments in wholly owned subsidiaries and loans given to wholly owned subsidiaries
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1.
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We obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company's key controls over the impairment assessment of
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Refer Note 2.2(q) and 2.2(o) of standalone financial statements with respect to accounting policy for investment in subsidiaries and impairment of financial assets respectively.
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2.
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investments and loans given.
Evaluated the competence, capabilities, and objectivity of management's expert engaged for the valuation, obtained an understanding of the scope and work of the expert and evaluated the appropriateness of the expert's work as audit evidence.
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As at March 31, 2026, the carrying value
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of Company's investments and loans given to wholly owned subsidiaries is ' 34,643.59 lakhs (net of provision of ' 203.39 lakhs) and ' 64,174.89 lakhs,
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3.
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We evaluated the Company's process regarding impairment assessment by involving auditors valuation experts, where necessary, to:
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respectively.
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(a) assess the reasonableness of the underlying key
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assumptions used in determining the fair value of the
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The Company accounts for investments
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subsidiaries as at the reporting date.
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in subsidiaries and loans given at amortised cost less any provision
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(b) assess the reasonableness of cash flow forecasts by
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for impairment loss. Annually, the
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comparing them to the approved budgets and our
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impairment assessment for such investments and loans given have been
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understanding of the internal and external factors.
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carried out by the management in
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4.
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We checked the mathematical accuracy of the impairment
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accordance with Ind AS 36, Impairment
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model and agreed relevant data to the latest budgets, actual
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of Assets, and Ind AS 109, Financial
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past results and other supporting documents, as applicable.
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Instruments, as applicable.
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5.
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We have discussed the key assumptions and sensitivities with
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Where an indication of impairment exists, the carrying value of investment
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those charged with governance.
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is assessed for impairment and where
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6.
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Obtained management representation that there are no
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applicable an impairment provision is
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impairment indicators except for the amount provided for in
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recognised.
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the standalone financial statements in accordance with Ind AS 36 and Ind AS 109.
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Impairment assessment of Investments in subsidiaries and loans given to
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7.
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Evaluated the appropriateness of the disclosures made in the
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subsidiaries is Key Audit Matter
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standalone financial statements in relation to investments
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as the amount is material to the
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in subsidiaries and loans given, as per relevant accounting
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standalone financial statements and the determination of recoverable value for impairment assessment involves significant management judgement and estimates.
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standards.
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3
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Assessment of control or significant
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Our audit procedures in respect of this area included:
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influence for Investment in optionally convertible debentures and equity shares in Investee entity. Additionally, valuation of call and put option.
As at year ended March 31, 2026, the Company has investment in optionally convertible debentures (OCDs) of ' 22,500 lakhs, equity shares
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1.
2.
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Obtained and evaluated the investment agreement and securities subscription 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.
Evaluated the competence, capabilities, and objectivity of management's expert engaged for the valuation of derivative, obtained an understanding of the scope and work of the expert and evaluated the appropriateness of the expert's work as audit evidence.
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of ' 7,199.06 lakhs, issued by BRFL Textiles Private Limited (the investee) in
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accordance with securities subscription agreement.
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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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The investment agreement entered
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3.
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We evaluated the Company's process regarding impairment
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with investee provides for call option
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assessment by involving our valuation experts, where necessary,
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to the Company and put option to the
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to:
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existing shareholders of the Investee. Board has also approved the scheme
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(a) assess the reasonableness of the underlying key
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of amalgamation of BRFL Textiles Private Limited with the Company and their respective shareholders under Section 230 to 232 and other applicable
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assumptions used in determining the fair value of the investee as at the reporting date.
(b) assess the reasonableness of cash flow forecasts by
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provisions of the Companies Act, 2013. Refer Note 2.2(p) of the Standalone
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comparing them to the approved budgets and our understanding of the internal and external factors.
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financial statements for accounting policy.
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4.
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We tested the mathematical accuracy of the impairment model and agreed relevant data to the latest budgets, actual past
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Investment agreement and securities
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results and other supporting documents, as applicable.
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subscription agreement requires Management to assess whether the
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5.
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We have discussed the key assumptions and sensitivities with
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combination of conversion right and contractual rights including the option
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those charged with governance.
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conveys control or significant influence over the investee in accordance with applicable Ind AS.
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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
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The Company accounts for put and call option as derivative in accordance
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agreement and applicable accounting standards.
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with Ind AS 109. The valuation of the
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7.
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Evaluated the appropriateness of the disclosures made in the
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derivative involves significant estimates
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standalone financial statements in relation to investments in
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and inputs, including volatility, discount
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OCD, Equity Shares and fair value of derivative, as per relevant
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rates, expected timing of exercise, and enterprise valuation of the investee.
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accounting standards.
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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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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, which is expected to be made available to us after that date.
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 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.
RESPONSIBILITIES OF MANAGEMENT AND BOARD OF DIRECTORS FOR THE STANDALONE FINANCIAL STATEMENTS
The Company's Management and Board of Directors are 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 Indian 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 of the Company 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 Management and 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 of the aforesaid standalone financial statements.
(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 paragraph h(vi) below relating to reporting under Rule 11(g) and except that back-up of the books of account and other books and papers maintained in electronic mode with respect to one of the payroll application in the absence of sufficient appropriate audit evidence we are unable to comment whether back-up of the books of account and other books and papers maintained in electronic mode have been kept in servers physically located in India on a daily basis as explained in Note 50 to the standalone financial statements.
(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 maintained for the purpose of preparation of the standalone financial statements.
(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2026 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 modification 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 36 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 are no amounts which are required to be transferred to the Investor Education and
Protection Fund by the Company during the year ended March 31, 2026.
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.
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 which included test checks, the Company has used an accounting software for maintaining its books of account, which has a feature of recording the audit trail (edit log) facility, except that audit trail feature was not enabled throughout the year for certain relevant transactions and also not enabled at the database level to log any direct changes
as explained in Note 50 to the standalone financial statements.
Further, where enabled, the audit trail feature has operated for the relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with in respect of such accounting software. Additionally, the audit trail feature of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in relevant years.
Based on our examination which included test checks, the Company has used a payroll software for maintaining its books of accounts, which is managed and maintained by a third-party software service provider as explained in note 50 to the standalone financial statements. However, in absence of sufficient and appropriate audit evidence including SOC report we are unable to comment whether the accounting software has a feature of recording audit trail (edit log) facility and whether the same has operated throughout the year for all relevant transactions recorded in the software or whether there is any instance of audit trail feature being tampered with. Additionally, we are unable to comment whether the audit trail of prior years 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 which included test checks, the Company has used an inventory software for maintaining its books of accounts, which has a feature of recording audit trail (edit log) facility, except no audit trail feature at application level. Further, audit trail feature is not enabled at database level to log any direct data changes as explained in Note 50 to the standalone financial statements. Accordingly, we are unable to comment whether the audit trail feature has operated throughout the year for all relevant transaction recorded in the software or whether there is any instance of audit trail feature being tampered with or whether the audit trail of prior year(s) 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 which included test checks, the Company has used an another inventory software with effect from August 28, 2025 for maintaining its books of account, which has a feature of recording the audit trail (edit log) facility, except that no audit trail feature was enabled at the
database level in respect of the accounting software to log any direct data changes as explained in Note 50 to the standalone financial statements.
Further, where enabled, the audit trail feature has operated for the relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with in respect of such accounting software.
Additionally, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the previous year(s) in respect of this accounting software.
3. In our opinion, according to information, explanations given to us, the remuneration paid or provided by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act.
For M S K A & Associates LLP (Formerly known as M S K A & Associates)
Chartered Accountants
ICAI Firm registration number: 105047W/W101187
Pankaj S Bhauwala
Partner
Membership No.: 233552 UDIN: 26233552XLWNJB2267 Place: Bengaluru Date: May 22, 2026
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