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Company Information

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RAYMOND LIFESTYLE LTD.

14 August 2025 | 03:59

Industry >> Retail - Apparel/Accessories

Select Another Company

ISIN No INE02ID01020 BSE Code / NSE Code 544240 / RAYMONDLSL Book Value (Rs.) 1,585.95 Face Value 2.00
Bookclosure 52Week High 3100 EPS 6.27 P/E 164.65
Market Cap. 6287.93 Cr. 52Week Low 911 P/BV / Div Yield (%) 0.65 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

1. We have audited the accompanying standalone finan¬
cial statements of
Raymond Lifestyle Limited (the
‘Company’), which comprise the Standalone Balance
Sheet as at 31 March 2025, the Standalone Statement
of Profit and Loss (including Other Comprehensive In¬
come), the Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity for the year
then ended, and notes to the standalone financial state¬
ments, including material accounting policy information
and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the afore¬
said standalone financial statements give the informa¬
tion 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 (‘Ind
AS’) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015
(as amended) and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31 March 2025, and its profit (including other com¬
prehensive income - gain), its cash flows and the chang¬
es in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Stan¬
dards on Auditing 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 ac¬
cordance 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 provi¬
sions 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 issued
by the ICAI. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion.

Emphasis of Matter - Demerger of lifestyle business un¬
dertaking

4. We draw attention to note 53 to the accompanying
Statement, which states that the scheme of arrange¬
ment (the ‘Scheme’) between Raymond Limited (‘De¬
merged Company’), Raymond Lifestyle Limited (for¬
merly known as ‘Raymond Consumer Care Limited’)
(the ‘Company’), Ray Global Consumer Trading Limit¬
ed (‘Transferor Company’) and their respective share¬
holders has been given effect based on the appoint¬
ed date of 01 April 2023, as approved by the Hon’ble
National Company Law Tribunal which is deemed to
be the acquisition date for the purpose of account¬
ing under Ind AS 103 “Business Combinations” (‘Ind
AS 103’). Consequently, financial information as at
and for the year ended 31 March 2024 included in the
accompanying standalone financial statements has
been restated. Our opinion is not modified in respect
of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our profes¬
sional judgment, were of most significance in our audit
of the standalone financial statements of the current pe¬
riod. 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 pro¬
vide a separate opinion on these matters.

6. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Key audit matters

How our audit addressed the key audit matters

Revenue recognition

Refer notes 1(B)(r) and 25 to the standalone financial statements
for the material accounting policy information on revenue
recognition and details of revenue recognised during the year
respectively.

The Company’s revenue is primarily derived from sale of goods
(apparel and textile) that are sold through various distribution
channels. The Company and its external stakeholders focus on
revenue as a key performance metric.

Revenue from sale of goods is recognised in accordance with
Ind AS 115, Revenue from Contracts with Customers, at a point
in time when control of goods is transferred to the customer and
there are no longer any unfulfilled performance obligations. This
typically occurs at the time of dispatch, delivery or upon formal
customer acceptance depending on customer terms which may
vary for each customer.

Further, the Company operates various incentive schemes for
its retailers and distributors which are generally based on sales
volume achieved within a stipulated period. Estimating accruals
towards such incentives involves management judgement
regarding sales likely to be achieved by each retailer/ distributor.

Our procedures included, but were not limited to the following:

• Assessed the appropriateness of the Company’s revenue
recognition accounting policies, including those relating to
incentives and sales returns, in accordance with applicable
accounting standards;

• Evaluated the design and tested the operating effectiveness
of internal financial controls including general and specific
application information technology controls around revenue
recognition, incentive accruals and provision for sales return;

• Selected a sample of key customer contracts and incentive
schemes to understand performance obligation;

• Performed substantive testing on selected samples in
respect to revenue transactions recorded during the year
and transactions recorded during specific periods before
and after year-end by inspecting supporting documents such
as customer acceptances, invoices, shipping documents,
proofs of dispatch, delivery, etc. to ensure the accuracy and
completeness of revenue recorded for such transactions in the
correct period;

The Company also makes provisions for sales returns based on

Tested samples of credit notes issued during the year and

historic trends and assessment of market conditions.

Considering the materiality of amounts involved, significant

subsequent to year end, to confirm appropriateness of revenue
recognised during the current year;

management judgements and estimates involved in estimating

For contracts involving variable consideration, we examined

the accrual for incentives and sales return provisions and auditor

the terms and conditions pertaining to incentives from the

efforts involved in evaluating contracts with distinct commercial

underlying scheme documents. Further, we discussed and

and delivery terms determining the timing of transfer of control,

obtained an understanding from the management of the key

revenue recognition is considered to be a key audit matter for the

assumptions applied and inputs used in estimating provisions

current year audit.

for incentives as well as sales returns and compared the
provisions made by the management with past trends and our
understanding of prevailing market conditions;

Performed substantive analytical procedures such as
customer-wise variance analysis and product-wise analysis to
identify any unusual trends and/or material variances;

Tested a sample of manual journal entries posted to revenue
ledgers to identify any unusual items; and

Assessed the appropriateness and adequacy of disclosures
included in the standalone financial statements, in accordance
with the requirements of applicable financial reporting
framework.

Accounting for business combination and impairment
assessment of intangibles with indefinite useful life
:

Our procedures included, but were not limited to the following:

Refer note 1(B)(e) and 1(D) for Company's material accounting

For accounting for business combination

policy information and notes 53 and 4 for details of business

Evaluated the design and tested the operating effectiveness

combination and impairment assessment related disclosures in

of the Company's controls over accounting of business

the accompanying standalone financial statements.

During the current year, the Company acquired the lifestyle

combination which includes valuation of acquired assets and
liabilities, including identifiable intangible assets;

business undertaking of Raymond Limited on a going concern

Assessed the appropriateness of the accounting policy

basis, pursuant to composite scheme of arrangement of demerger

adopted by the management in terms of the requirements of
Ind AS 103;

(the ‘Scheme') with appointed date as 01 April 2023, effective from

30 June 2024 being the date of filing of certified order of National

Obtained the Scheme and related acquisition documents

Company Law Tribunal (‘NCLT') with Registrar of Companies

to gain an understanding of assets and liabilities acquired,

(‘ROC').

the consideration transferred and to evaluate management's

The accounting of this transaction has been done in accordance

judgement applied in determination of control and acquisition

with Ind AS 103, as on the appointed date, which required

date, in accordance with Ind AS 103;

recognition of assets being acquired and liabilities assumed,

Obtained management's external valuation expert's report on

including identifiable intangible assets to be recognised at their

purchase price allocation of assets and liabilities acquired

fair value on the date of acquisition. As a result of this acquisition,

including valuation of intangible assets and assessed the

the management has also recognised a capital reserve as at

competence, capability, and objectivity of such management

appointed date and has restated its comparative financial
information.

expert;

Involved auditor's valuation experts to assist us in validating

The management had appointed an external valuation expert to

the key valuation assumptions and methodology considered

allocate the purchase consideration, to the acquired assets and

by the management's expert to allocate the purchase price to

liabilities including identified intangible assets as per the fair

assets acquired and liabilities assumed including identified

values determined using various valuation models, which involved
significant management estimates and judgements including the

intangible assets;

model used, growth rate of the businesses acquired, discount

Tested the arithmetic accuracy of the computation of capital

rates etc., which involve high inherent estimation uncertainty.

reserve; and

Further, as part of annual impairment testing, as at reporting

Evaluated the appropriateness and adequacy of disclosures

date, management has engaged independent valuation experts

given in the standalone financial statements, including

to perform impairment assessment of intangible assets with

disclosure of significant assumptions and judgements used

indefinite useful life which were acquired as a result of this

by management, in accordance with applicable financial

business combination. The value in use has been ascertained as

reporting framework.

recoverable value of such intangible assets which is, based on

For impairment assessment of intangible assets with indefinite

comparable companies' methodology, in accordance with Ind AS
36 “Impairment of Assets” (‘Ind AS 36'). This involved significant

useful life

estimates and judgments by the management in relation to

Obtained an understanding of the management process for

discount rate, cost of disposal etc.

annual impairment assessment of such intangible assets and
assessed the appropriateness of the Company's accounting
policy for impairment of non-financial assets in accordance
with Ind AS 36;

Accordingly, we have considered the above business combination

Evaluated the design and tested the operating effectiveness of

to be a matter of most significance to our current year audit

the Company's controls over the impairment assessment of

considering the materiality of the amounts involved, significant

intangibles with indefinite life and estimating its recoverable

complex judgements and estimates involved in purchase price

amount;

allocation, accounting as per the requirements of Ind AS 103,

Obtained management's external valuation specialist's report

including ‘control' assessment, identification and measurement of

and assessed the competence, capability, and objectivity of

intangible assets. Further, as stated above, significant judgments

such management's expert;

and estimates were also involved in annual impairment testing

Involved auditor's valuation experts to assist in evaluating the

of acquired intangible assets with indefinite useful life which are

appropriateness of the valuation methodology used and the

inherently subjective. Therefore, we have identified these matters

reasonableness of the assumptions used by the management's

as key audit matters for the current year audit.

expert to calculate the recoverable amount;

The above matter with respect to accounting of business

Evaluated and challenged management's assumptions used

combination with effect from appointed date is also considered

in the impairment assessment, particularly those related

fundamental to the understanding of the users of the

to discount rate and cost of disposal etc., based on our

accompanying standalone financial statements.

understanding of the business, past results, approved business
plans and external factors;

Evaluated the sensitivity analysis performed by management
for reasonably possible changes in the key assumptions, used
in estimating the recoverable amount to determine and to
assesses the estimation uncertainties i.e, whether reasonable
changes in these key assumptions would result in the carrying
amounts to exceed the recoverable amounts;

Evaluated the appropriateness and adequacy of disclosures
given in the standalone financial statements, including
disclosure of significant assumptions and judgements used
by management, in accordance with applicable financial
reporting framework.

Cybersecurity incident related to financial reporting

Our procedures included, but were not limited to the following:

Information Technology (IT) systems

Assessed the impact of the cybersecurity incident on the

Refer note 50 to the accompanying standalone financial

Company's financial reporting IT environment, including data

statements for disclosure with respect to the cybersecurity

security, and the effectiveness of internal financial controls;

incident.

Obtained and reviewed the reports of the external IT

During the current year, the Company had identified a ransomware

consultants, engaged by management to understand the cause

attack within its IT network that affected its financial reporting

of the incident and its impact on Company's IT infrastructure,

IT systems and operations and caused a temporary interruption

including financial systems;

of system operations from 11 February 2025 to 16 February

With the assistance of auditor's IT and cyber incident response

2025. The Company is significantly dependent on its financial

specialists, we evaluated the actions taken by the management

reporting IT systems for processing information and financial data

in response to the cybersecurity incident, performed

that support the overall preparation of the standalone financial

procedures to evaluate management's conclusions on the

statements.

extent of impact of the incident on the Company's internal

In response, management promptly initiated containment,

control environment, financial reporting IT systems, measures

evaluation, restoration, and remediation measures, with the

taken for restoration of data and improvements made to the IT

assistance of external cybersecurity and IT specialists including

security control environment;

implementation of necessary alternate controls and manual

Assessed management's evaluation and conclusions with

reconstruction of financial data for the interrupted period.

respect to compliance with applicable laws and regulations
and also inquired with Company's internal IT and compliance

Following the completion of the aforesaid remediation activities,
the Company has assessed and concluded that the incident

teams to corroborate management's assessment;

did not impact the accuracy and completeness of the financial

With the assistance of auditor's IT specialists, we tested

information.

Company's IT general controls and IT automated controls for

undisrupted periods;

This incident necessitated significant auditors' effort, including

With respect to the manual data reconstruction approach

involvement of professionals with expertise in cyber incident

adopted by the management, we performed the following

response and IT, and significant auditors' professional judgements

procedures, amongst others, to ensure the completeness and

were involved in designing the audit procedures and evaluating the

accuracy of data restored:

management's response on potential extent and consequences of

>

the cybersecurity incident on the Company's financial reporting

Obtained an understanding of process followed by the

IT environment and controls and manual data reconstruction

management in consultation with management's cyber and IT

approach adopted by the management. Accordingly, we have
identified the cybersecurity incident as a key audit matter for the

specialists for manual reconstruction of data and performed
walkthrough of such process;

current year audit.

>

For the period of data loss where manual controls were
implemented by the management and data was restored from
alternative backups, performed reconciliations and tested
additional samples on test check basis for ascertaining the
accuracy and completeness of transactions in such period,
with support of IT specialist as required.

We assessed whether the disclosures made by management
in the standalone financial statements are appropriate and
adequate.

Write down of inventories to net realisable value

Our procedures included, but were not limited to the following:

Refer note 1(C)(ii) to the accompanying standalone financial

• Understood the management’s process and

statements for material accounting policy information on

methodology of identifying slow-moving/non-moving inventories

inventories and note 9 for details of inventories as at 31 March

and NRV assessment and assessed the appropriateness of

2025. As at 31 March 2025, the Company held inventories of

Company’s accounting policy for provision for inventories in

Rs. 136,421 lakhs (after considering provision for slow moving/

accordance with Ind AS 2;

non-moving inventories of T 13,545 Lakhs), which represents a

• Evaluated the design and tested the operating

significant portion of total assets of the Company. In accordance

effectiveness of internal financial controls relating to inventory

with Ind AS 2 “Inventories” (‘Ind AS 2’), inventories are carried at

provisioning as per Ind AS.

lower of cost or net realisable value (‘NRV’).

• Evaluated the management’s assessment for estimating

The Company maintains inventory levels based on forecasted

NRV by comparing carrying value of such inventories with

demand and expected future selling prices. Given that the

subsequent and recent selling prices on a sample basis.

Company operates in a fast-changing fashion market where there

• Evaluated the reasonableness of assumptions and

is a risk of inventory falling out of fashion and proving difficult to

estimates used by the management while determining provision

be sold above cost, accordingly there is a risk of inventories being

for slow moving inventories including age of the inventory product,

measured at values which are not representative of the lower of

historical experience, current trend and future expectations based

costs and NRV.

on our understanding of the business;

Management estimates provision for slow-moving/ non-moving

• Tested the ageing report on sample basis and performed

inventories for different product categories basis their assessment

procedures to ensure its completeness and accuracy of such

of current and expected future trends, ageing of such inventory

report.

and historical experience in liquidating aged inventory.

• Attended the physical inventory count performed by

Owing to the significance of carrying amount of inventories and

the management near to the year end and as at reporting date to

significant management judgements and estimates involved in

observe the existence and physical condition of inventory.

assessing future market and economic conditions and trends

• Performed substantive analytical procedures such

while assessing provision for slow-moving/non-moving inventory,

as ageing analysis, NRV testing etc. for reasonableness of

we have considered this matter as key audit matter for the current

provisioning towards inventories.

year audit.

• Evaluated the appropriateness and adequacy of
disclosures included in the standalone financial statements,
in accordance with the requirements of applicable financial
reporting framework.

Information other than the Standalone Financial State¬
ments and Auditor’s Report thereon

7. The Company’s Board of Directors are 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 will not ex¬
press any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other infor¬
mation 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 Annual Report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with gover¬
nance.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial State¬
ments

8. The accompanying standalone financial statements
have been approved by the Company’s Board of Direc¬
tors. The Company’s Board of Directors are responsible
for the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these
standalone financial statements that give a true and fair
view of the financial position, financial performance in¬
cluding other comprehensive income, changes in equity

and cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act and other
accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Compa¬
ny 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, implemen¬
tation 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 finan¬
cial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or er¬
ror.

9. In preparing the standalone financial statements, the
Board of Directors is responsible for assessing the Com¬
pany’s ability to continue as a going concern, disclos¬
ing, 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 Com¬
pany or to cease operations, or has no realistic alterna¬
tive but to do so.

10. The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Stand¬
alone Financial Statements

11. 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 in¬
cludes our opinion. Reasonable assurance is a high level
of assurance but is not a guarantee that an audit con¬
ducted in accordance with Standards on Auditing will

always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are con¬
sidered material if, individually or in the aggregate, they
could reasonably be expected to influence the econom¬
ic decisions of users taken on the basis of these stand¬
alone financial statements.

12. As part of an audit in accordance with Standards on Au¬
diting, specified under section 143(10) of the Act, we ex¬
ercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstate¬
ment of the standalone financial statements,
whether due to fraud or error, design and perform
audit procedures responsive to those risks, and ob¬
tain audit evidence that is sufficient and appropri¬
ate 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 rele¬
vant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Compa¬
ny has adequate internal financial controls with ref¬
erence to standalone financial statements in place
and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting poli¬
cies used and the reasonableness of accounting
estimates and related disclosures made by man¬
agement;

• Conclude on the appropriateness of Board of Direc¬
tors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, wheth¬
er 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 in¬
adequate, 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; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the stand¬
alone financial statements represent the under¬
lying transactions and events in a manner that
achieves fair presentation.

13. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, includ¬
ing any significant deficiencies in internal control that
we identify during our audit.

14. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to commu-

nicate with them all relationships and other matters
that may reasonably be thought to bear on our indepen¬
dence, and where applicable, related safeguards.

15. From the matters communicated with those charged
with governance, we determine those matters that were
of most significance in the audit of the standalone finan¬
cial statements of the current period and are therefore
the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes pub¬
lic 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 expect¬
ed to outweigh the public interest benefits of such com¬
munication.

Other matter

16. The special purpose financial information of demerged
lifestyle business of Raymond Limited for the year ended
31 March 2024 and forming part of comparative stand¬
alone financial statements of the Company for the year
ended 31 March 2024, as included in the accompanying
standalone financial statements, was audited by oth¬
er auditors, Ashok T. Khedekar, Chartered Accountant,
who have expressed an unmodified opinion on those
special purpose financial information vide their audit re¬
port dated 24 October 2024. Our opinion is not modified
in respect of this matter.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remunera¬
tion to its directors during the year in accordance with
the provisions of and limits laid down under section 197
read with Schedule V to the Act.

18. As required by the Companies (Auditor’s Report) Order,
2020 (the ‘Order’) issued by the Central Government of
India in terms of section 143(11) of the Act, we give in
Annexure - I, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure - I, as required by
section 143(3) of the Act based on our audit, we report,
to the extent applicable, that:

a) We have sought and obtained all the information and ex¬
planations which to the best of our knowledge and belief
were necessary for the purpose of our audit of the ac¬
companying standalone financial statements;

b) Except for the matters stated in paragraph 19(h)(vi) be¬
low on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our
opinion, proper books of account as required by law re¬
lating to preparation of the aforesaid standalone finan¬
cial statements have been kept so far as it appears from
our examination of those books. Further, the back-up
of the books of account and other books and papers of
the Company maintained in electronic mode has been
maintained on servers physically located in India, on a
daily basis, except during the period of cybersecurity in¬
cident as further explained in note 50 to the accompany¬
ing standalone financial statements;

c) The standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial state¬
ments comply with Ind AS specified under section 133 of
the Act;

e) On the basis of the written representations received
from the directors and taken on record by the Board of
Directors of the Company, none of the directors is dis¬
qualified as on 31 March 2025 from being appointed as a
director in terms of section 164(2) of the Act;

f) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 19(b) above on reporting under section 143(3)
(b) of the Act and paragraph 19(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial
controls with reference to standalone financial state¬
ments of the Company as on 31 March 2025 and the op¬
erating effectiveness of such controls, refer to our sepa¬
rate report in Annexure - II, wherein we have expressed
an unmodified opinion; and

h) With respect to the other matters to be included in the
Auditor’s Report in accordance with rule 11 of the Com¬
panies (Audit and Auditors) Rules, 2014 (as amended),
in our opinion and to the best of our information and ac¬
cording to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position as at 31 March 2025;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses as at 31 March 2025;

iii. There has been no delay in transferring amounts, re¬
quired to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended
31 March 2025;

a. The management has represented that, to the best of its
knowledge and belief, as disclosed in note 56(e) to the
standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or
kind of funds) by the Company to or in any persons or
entities, including foreign entities (the ‘intermediaries’),

with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether, direct¬
ly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Company (the ‘Ultimate Beneficiaries’) or provide
any guarantee, security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the best of its
knowledge and belief, as disclosed in note 56(e) to the
standalone financial statements, no funds have been
received by the Company from any persons or entities,
including foreign entities (the ‘Funding Parties’), with
the understanding, whether recorded in writing or oth¬
erwise, that the Company shall, whether directly or in¬
directly, lend or invest in other persons or entities iden¬
tified 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; and

c. Based on such audit procedures performed as consid¬
ered reasonable and appropriate in the circumstanc¬
es, nothing has come to our notice that has caused us
to believe that the management representations under
sub-clauses (a) and (b) above contain any material mis¬
statement.

v. The final dividend paid by the Company, pursuant to
the Scheme as referred in note 53 to the accompanying
standalone financial statements, during the year ended
31 March 2025 in respect of such dividend declared for
the previous year is in accordance with section 123 of
the Act to the extent it applies to payment of dividend.

vi. As stated in note 51 to the standalone financial state¬
ments and based on our examination which included
test checks, except for instance mentioned below, the
Company in respect of financial year commencing on 1
April 2024, has used accounting software for maintain¬
ing its books of account which has a feature of recording
audit trail (edit log) facility and the same has been oper¬
ated throughout the year for all relevant transactions re¬
corded in the software. Further, during the course of our
audit, we did not come across any instance of audit trail
feature being tampered with other than the consequen¬
tial impact of the exception given below. Furthermore,
other than the consequential impact of the exceptions
below, the audit trail has been preserved by the Compa¬
ny as per the statutory requirements for record retention
where such feature was enabled.

Nature of exception noted

Details of exception

instances of accounting software for maintaining books of ac¬
count for which the feature of recording audit trail (edit log) facil¬
ity was not operated throughout the year for all relevant transac¬
tions recorded in the software

The audit trail feature was not enabled at the database level for
accounting software to log any direct data changes, used for
maintenance of all accounting records by the Company

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Bharat Shetty
Partner

Membership No.: 106815
UDIN: 25106815BMJIFL2423
Place
: Mumbai
Date: 12 May 2025