We have audited the accompanying Standalone Financial
Statements of THE PHOENIX MILLS LIMITED (“the
Company”), which comprise the Balance Sheet as at 31st
March 2026, 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 2026, 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 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 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 and Board of
Directors 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
professionaljudgment 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 2026
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
2026 taken on record by the Board of Directors,
none of the directors is disqualified as on 31st
March 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 B”;
(g) In our opinion, managerial remuneration for
the year ended 31st March 2026 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, 2026
on its financial position in its Standalone
Financial Statements. Refer Note 47 B 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 2026.
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 55 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 proposed final dividend is in accordance with
section 123 of the Act.
vi. During the year, with effect from 1st August 2025,
the Company migrated from its existing accounting
software to a new accounting software. Based on
our examination, which included test checks, the
Company has used software for maintaining its
books of account that has a feature of recording
an audit trail (edit log) facility, and such feature
has operated throughout the year for all relevant
transactions recorded in the software, except
that in respect of accounting software used to
maintain the books of account, the audit trail
feature at the database level to log any direct data
changes was not operating for the period from 1st
August 2025 to 2nd February 2026. Subsequently,
with effect from 3rd February 2026, the Company
implemented a separate application to monitor
and record changes at the database level, and
accordingly, the audit trail feature for database-
level changes operated for the remaining
period of the year.
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 in accordance with the
statutory requirements for record retention.
For D T S & Associates LLP
Chartered Accountants
(Firm Registration No. 142412W/W100595)
Umesh B. Nayak
Partner
Place: Mumbai Membership No.: 101183
Date: 27th April, 2026 UDIN: 26101183JMAKRJ3193
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