We have audited the accompanying Standalone Financial
Statements of THE PHOENIX MILLS LIMITED (“the
Company”), which comprise the Balance Sheet as at 31st
March 2025, the Statement of Profit and Loss including Other
Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended, and
notes to the Standalone Financial Statements, including a
summary of material accounting policies and other explanatory
information. (hereinafter referred to as “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, as amended (“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at 31st March 2025, its profit including other
comprehensive income, its cash flows and the changes in equity
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), as 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 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 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 that there are no key audit matters to
communicate in our report.
Information Other than the Standalone
Financial Statements and Auditors Report
thereon
The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the
Standalone Financial Statements and our auditor's report
thereon. The annual report 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 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 such 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 Annual report, 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 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, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. 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 the 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 Company's 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 control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls with reference to
Standalone Financial Statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
for the financial year ended 31st March 2025 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 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
Companies Act, 2013, we give in the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4
of the Order.
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;
(c) The Balance Sheet, the Statement of Profit and Loss
(including other comprehensive income), the Cash
Flow Statement and Statement of Changes in Equity
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, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;
(e) On the basis of the written representations received
from the directors as on 31st March 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March 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 B”;
(g) In our opinion, managerial remuneration for the year
ended 31st March 2025 has been paid/provided by
the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the
Act.
(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 as at 31st March, 2025 on
its financial position in its Standalone Financial
Statements. Refer Note 46 to the Standalone
Financial Statements.
ii. The Company has made provisions, as
required under the applicable law or accounting
standards, for material foreseeable losses, if any,
on long - term contracts. The Company does not
have any derivative contracts.
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year ended 31st March 2025.
iv. (a) Based on the representation provided by the
management and to the best of their 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
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 (“Ultimate Beneficiaries”) by or on
behalf of the Company or
• provide any guarantee, security or the like to or
on behalf of the Ultimate Beneficiaries.
(b) Based on the representation provided by the
management and to the best of their 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, that the Company
shall:
• directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Funding Party or
• provide any guarantee, security or the like from
or on behalf of the Ultimate Beneficiaries.
(c) Based on audit procedures that we have considered
reasonable and appropriate in the circumstances;
nothing has come to our notice that has caused us to
believe that the representations under clause iv (a) &
iv (b) contain any material misstatement.
v. The final dividend proposed in the previous year,
declared and paid by the Company during the year is
in accordance with section 123 of the Act.
As stated in Note 54 to the Standalone Financial
Statements, the Board of Directors of the Company
have proposed final dividend for the year which is
subject to the approval of the members at the ensuing
Annual General Meeting. The dividend proposed is in
accordance with section 123 of the Act.
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 audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software. Further, during
the course of our audit we did not come across any
instance of audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the
company as per the statutory requirements for record
retention.
For D T S & Associates LLP
Chartered Accountants
(Firm's Registration No. 142412W/W100595)
Umesh B. Nayak
Partner
Place: Mumbai Membership No.: 101183
Dated: 30 April, 2025 UDIN: 25101183BMMFRJ1416
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