ఆడిటర్ నివేదిక Raymond Lifestyle Ltd.

Mar 31, 2026

Raymond Lifestyle Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Raymond Lifestyle Limited (the ‘Company''), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone 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.

2. 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 (‘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 2026, and its profit (including Other Comprehensive Income - loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards 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 accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the ‘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 made 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.

Key Audit Matters

4. 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.

5. 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(d)(xiii) and 24 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.

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 obligations. • 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

Key audit matters	How our audit addressed the key audit matters
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. The Company also makes provisions for sales returns based on historic trends and assessment of market conditions. Considering the materiality of amounts involved, significant management judgements and estimates involved in estimating the accrual for incentives and sales return provisions and auditor efforts involved in evaluating contracts with distinct commercial and delivery terms determining the timing of transfer of control, revenue recognition is considered to be a key audit matter for the current year audit.	such as customer acceptances, invoices, shipping documents, proofs of dispatch, delivery, historical trend of collections and disputes, to ensure the accuracy and completeness of revenue recorded for such transactions in the correct period. • Tested samples of credit notes issued during the year and subsequent to year end, to confirm appropriateness of revenue recognised during the current year. • For contracts involving variable consideration, we examined the terms and conditions pertaining to incentives from underlying scheme documents. Further, we discussed and obtained an understanding from the management on the key assumptions applied and inputs used in estimating provisions 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, etc. 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. • Assessed the appropriateness and adequacy of disclosures included in the standalone financial statements, in accordance with the requirements of applicable financial reporting framework.
Write down of inventories to net realisable value Refer note 1(d)(ix) to the accompanying standalone financial statements for material accounting policy information on inventories and note 13 for details of inventories as at 31 March 2026. As at 31 March 2026, the Company held inventories of Rs. 145,198 lakhs (after considering provision for slow moving/ non-moving inventories of H 19,948 lakhs), which represents a significant portion of total assets of the Company. In accordance with Ind AS 2 “Inventories" (‘Ind AS 2''), inventories are carried at lower of cost or net realisable value (‘NRV''). The Company maintains inventory levels based on forecasted demand and expected future selling prices. Given the Company operates in a fast-changing fashion market where there is a risk of inventory falling out of fashion and proving difficult to be sold above cost, accordingly there is a risk of inventories being measured at values which are not representative of the lower of costs and NRV. Management estimates provision for slow-moving/ nonmoving inventories for different product categories basis their assessment of current and expected future trends, ageing of such inventory and historical experience in liquidating aged inventory.	Our procedures included, but were not limited to the following: • Understood the management''s process and methodology of identifying slow-moving/ non-moving inventories and NRV assessment and assessed the appropriateness of Company''s accounting policy for provision for such inventories in accordance with Ind AS 2. • Evaluated the design and tested the operating effectiveness of internal financial controls relating to inventory provisioning as per Ind AS. • Evaluated the management''s assessment for estimating NRV by comparing carrying value of such inventories with subsequent and recent selling prices on a sample basis. • Evaluated the reasonableness of assumptions and estimates used by the management while determining provision for slow moving inventories including age of the inventory product, historical experience, current trend and future expectations based on our understanding of the business. • Tested the ageing report on sample basis and performed procedures to ensure its completeness and accuracy of such report. • Attended the physical inventory count performed by the management near to the year end and as at reporting date to observe the existence and physical condition of inventory.

Key audit matters	How our audit addressed the key audit matters
Owing to significance of carrying amount of inventories and significant management estimates involved in assessing future market and economic conditions and trends while assessing provision for slow-moving/ non-moving, we have considered this matter as key audit matter for the current year audit.	• Performed substantive analytical procedures such as age testing, season-wise inventory testing, NRV testing, and testing of outliers for reasonableness of provisioning for inventories. • Evaluated the appropriateness and adequacy of disclosures included in the standalone financial statements, in accordance with the requirements of applicable financial reporting framework.
Impairment assessment of intangibles with indefinite useful life: Refer notes 1(c)(iv), 1(c)(vii) and 1(d)(iv) for Company''s material accounting policy information and note 5 for details of disclosures related to impairment assessment of intangibles with indefinite useful life in the accompanying standalone financial statements. As at 31 March 2026, the Company has intangible assets with indefinite useful life comprising of brand, distribution network and customer relationship aggregating to Rs. 462,467 lakhs arising from past business combination as explained in note 54. As part of annual impairment testing, as at reporting date, management has engaged independent valuation experts to perform impairment assessment of Lifestyle Cash Generating Unit (‘CGU'') which include such intangible assets. In accordance with Ind AS 36 “Impairment of Assets" (‘Ind AS 36''), the recoverable value of Lifestyle CGU has been ascertained as higher of: a) value in use, based on discounted cash flow (‘DCF'') model; and b) fair value less costs of disposal using comparable company multiple method (CCM). The impairment testing involves significant estimates and judgments by the management in relation to discount rate, budgeted growth rate, terminal growth rate etc. used in calculation of future business projections and future cash flows for DCF model and identification of appropriate comparable companies for CCM method. Given the materiality of amounts involved, significant judgments and inherently subjective estimates involved in annual impairment testing of Lifestyle CGU, we have identified this matter as key audit matter for the current year audit.	Our procedures included, but were not limited to the following: • Obtained an understanding of the management process for identification of CGUs, annual impairment assessment and assessed the appropriateness of the Company''s accounting policy for impairment of non-financial assets in accordance with Ind AS 36. • Evaluated the design and tested the operating effectiveness of the Company''s controls over the impairment assessment of Lifestyle CGU and estimating its recoverable amount. • Obtained management''s external valuation specialist''s report and assessed the competence and objectivity of such management''s expert. • Involved auditor''s valuation experts to assist in evaluating the appropriateness of the valuation methodology used and the reasonableness of the assumptions used by the management''s expert to calculate the recoverable amount. • Evaluated and challenged management''s assumptions used in the impairment assessment, particularly those related to discount rate, budgeted growth rate, terminal growth rate and comparable company multiple etc., based on our 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.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

6. 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 express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the 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 Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. 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 including 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 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. 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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act, 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 Act, 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 Board of Directors'' 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; and

• 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.

12. 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.

13. 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.

14. 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 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 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

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration 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.

16. 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.

17. 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 explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) Except for the matters stated in paragraph 17(h)(vi) below 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 have been kept by the Company so far as it appears from our examination of those books;

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 statements 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 are disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(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 statements of the Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate 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 Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 37 to the standalone financial statements, has disclosed the impact of pending litigations on its standalone financial position as at 31 March 2026;

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 2026;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2026;

iv. a. The management has represented that, to the

best of its knowledge and belief, as disclosed in note 51(c) 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, directly 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 of the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 51(c) 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 otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (the ‘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 considered reasonable and appropriate in the circumstances, 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 misstatement.

v. As stated in note 42 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2026 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As stated in note 43 to the standalone financial statements and based on our examination which included test checks, except for the instances mentioned below, the Company, in respect of financial year commencing on 1 April 2025, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been 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 other than the consequential impact of the exception given below. Furthermore, the audit trail has been preserved by the Company 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 account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions 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.

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Mar 31, 2025

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

---

Mar 31, 2024

1. We have audited the accompanying financial statements of Raymond Consumer Care Limited (‘the Company’),
which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then
ended, and notes to the financial statements, 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 aforesaid
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 (''Ind AS’) specified under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including
other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards 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 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 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

4. The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Directors’ report, but does not include the financial statements and our auditor''s report
thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

5. The accompanying financial statements have been approved by the Company’s Board of Directors. 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 financial statements that give a true and fair view of the financial position,
financial performance including 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 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 financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

6. In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

9. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 Act we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls with reference to 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 Board of Directors’ 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 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; and

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

10. 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.

Other Matter

11. The financial statements of the Company for the year ended 31 March 2023 were audited by the predecessor
auditor, Price Waterhouse Chartered Accountants LLP, who have expressed an unmodified opinion on those
financial statements vide their audit report dated 3 May 2023.

Report on Other Legal and Regulatory Requirements

12. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration
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.

13. 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 the Annexure I, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

14. 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 explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of the accompanying 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 14(h)(vi) below on
reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

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

d) In our opinion, the aforesaid financial statements 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, none of the directors is disqualified as on 31 March 2024 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 14(b) above on reporting under section 143(3)(b) of the Act and paragraph 14(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 financial statements of the
Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate 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
Companies (Audit and Auditors) Rules, 2014 (as amended), 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 as at 31 March
2024;

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 2024;

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 31 March 2024;

iv.

a. 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 securities premium or any
other sources or kind of funds) by the Company to or in any person or entity, including foreign
entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise,
that the intermediary shall, whether, directly 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, no funds have
been received by the Company from any person or entity, including foreign entities (‘the Funding
Parties’), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the
circumstances, 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
misstatement.

v. The interim dividend declared and paid by the Company during the year ended 31 March 2024 and until
the date of this audit report is in compliance with section 123 of the Act.

vi. As stated in note 44 to the financial statements 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
2023, 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 been 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, other than the consequential impact of the exception
given below:

Nature of exception noted	Details of Exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions 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

Adi P. Sethrwr^

Partner

Membership No.: 108840

UDIN: 24108840BKFDPM3122

Place: Mumbai
Date: 30 April 2024