We have audited the accompanying Standalone Financial Statements of Andrew Yule & Co. Ltd. (“the Company”), which comprise
the Standalone Balance Sheet as at 31st March, 2026, the Standalone Statement of Profit and Loss (Including Other Comprehensive
Income), the Standalone Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to
the Standalone Financial Statements, including a summary of the material accounting policies and other explanatory information
(hereinafter referred to as “Standalone financial statements”),
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March, 2026, the Lossincluding other comprehensive income,
changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those 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 (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 ICAI's Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.
Emphasis of Matter
We draw attention to the following: -
1. The company has introduced “Audit Trail” features for financial transactions only, eg Cashbook etc. As per Ministry of
corporate Affairs the whole Accounting System should be under Audit Trail. Moreover, there is significant manual intervention
for the purpose of consolidation, hence lack of integrated system gives a higher level of audit risk.
2. There is a proposal for closure of Yule Electrical Ltd. and Yule Engineering Ltd, two wholly owned subsidiaries of AYCL and
proposal for closure has been submitted to the Ministry of Heavy Industries, Govt. of India on 4th January, 2023.
3. Refer to Note no. 10 In absence of balance confirmation certificates and sufficient and appropriate audit evidence from
Debtors and Creditors, we are unable to comment regarding adequacy of provision required to be made. The details are
as follows:
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Total Receivablesas on 31.03.2026
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Receivablesover 36 months
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Provisions availableas on 31.03.2026
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11653.79
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2,857.89
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2902.05
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4. In the absence of IT system audit, security of accounting/operational data, recovery of data through IT disaster management
system and manual intervention at crucial levels of data transfer and at the time of consolidation result in high audit risk.
5. Absence of exercise of adequate controls in the process of maintaining the records of the company's lease deeds and title
deeds enhances the audit risk.
6. Refer to Note no. 21 ,25 & 27, there was delay in deposit of PF, DLI and PF Administration charges, and payment of Gratuity,
Leave encashment of the Company for various months as on 31st March 2026. The liabilities are as follows:-
(in Rs. In lakh)
Provident Fund 4957.92
Gratuity 2038.31
Leave Encashment 247.76
Besides, an amount of Rs. 455.86 Lakh towards the liability for damages under section 14B of the Employees Provident
Fund and Miscellaneous Provisions Act, 1952 for default in remittance of contributions to the Providend Fund by the
Company has not been provided in the books of accounts.
7. Refer to Note no. 27 Penalty has been levied by The SEBI for non-compliance with SEBI LODR (as per master circular no.
SEBI/HO/CFD/POD2/CIR/P/0155 dated 11.11.2024) in respect of formation of audit committee.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statementsfor the financial year ended 31st March 2026. These matters were addressed in the context of our audit of the
Standalone Financial Statementsas a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.For matters described below, our description of how our audit addressed the matters is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditors' responsibilities for the audit of the Standalone Financial Statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond
to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.
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Srl
No.
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Key Audit Matter
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Auditor's Response
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1
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Revenue Recognition
Revenue from sale of goods (hereinafter
referred to as revenue) is recognized when
the significant risks and rewards of
ownership of goods is passed to the buyer.
Revenue from sale of goods is measured at
the fair value of the consideration received or
receivable, net of returns or allowances, trade
discounts and volume rebates.
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Our audit procedures included the following:Assessed the Company's
Revenue Recognition policies in line with IND AS 115 (Revenue from
Contracts with Customers) and tested thereof:Evaluated the integrity of
the general information and technology control environment and testing
the operating effectiveness of controls over recognition of revenue.
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The Timing Of Revenue Recognition Is
Relevant To The Reported Performance Of
The Company. Revenue Recognition Was
Determined To Be A Key Audit Matter And A
Significant Risk Of Material Misstatement
Due To The Aforesaid Risk Related To The
Recognition Of Revenue.
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Evaluated the design, implementation and operating effectiveness of
Company's controls in respect of revenue recognition.Tested the
effectiveness of such controls over revenue cut off at year end.On a
sample basis tested supporting documents for sales transactions
recorded during the period closer to the year end and subsequent to
the year end.Compared revenue with cyclical trends where appropriate,
conducted further enquiries and testing.Assessed disclosures in
financial statements in respect of revenue as specified in IND AS 115.
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2.
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Provisions And Contingent Liabilities
The Company Is Subject To A Number Of
Legal, Regulatory And Tax Cases For Which
Final Outcome Cannot Be Easily Predicted
And Which Could Potentially Result In
Significant Liabilities. Management's
Disclosures With Regards ToContingent
Liabilities Are Presented In Note No.40-To The
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In order to get a sufficient understanding oflitigations and contingent
liabilities, we havediscussed the process of identificationimplemented
by the Management for suchprovisions through various discussions
withCompany's legal and finance departments.
We read the summary of litigation mattersprovided by the Company's/
Unit's Legal andFinance Team.
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Standalone Ind AS Financial Statements.The
Assessment Of The Risks Associated With
The Litigations Is Based On Complex
Assumptions. The Amounts Involved And The
Application Of Accounting Standards To
Determine The Amount If Any To Be Provided
As A Liability Or Disclosed As A Contingent
Liability Are Inherently Subjective. This
Requires Use Of Judgment To Establish The
Level Of Provisioning, Increases The Risk
That Provisions And Contingent Liabilities May
Not Be Appropriately Provided Against Or
Adequately Disclosed. Accordingly, This Matter
Is Considered To Be A Key Audit Matter.
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We read, where applicable, external legal orregulatory advice sought
by the Company.
We discussed with the Company's/ Unit's Legal and Finance Team
certain material cases noted in the report to determine theCompany's
assessment of the likelihood,magnitude and accounting of any
liabilitythat may arise.
In light of the above, we reviewed the amountof provisions recorded
and exercised ourprofessional judgment to assess theadequacy of
disclosures in the Standalone Ind AS financial statements.
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3.
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IT System Audit
In The Absence Of IT System Audit, Security
Of Accounting/Operational Data, Recovery Of
Data Through IT Disaster Management
System And Manual Intervention At Crucial
Levels Of Data Transfer And At The Time Of
Consolidation Result In High Audit Risk.
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Our audit procedures included the following:
The objective of this procedure is to mitigate audit risks associated
with the absence of IT system audits, security vulnerabilities in
accounting/operational data, and inadequate data recovery
mechanisms during IT disasters. This procedure aims to ensure
compliance with SA 701 (Communicating Key Audit Matters in the
Independent Auditor's Report) and enhance the reliability and integrity
of financial reporting.
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4.
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Exercise Of Adequate Controls Over
Lease Deeds
Absence of exercise of adequate controls
in the process of maintaining the records of
the company's lease deeds and title deeds
enhances the audit risk.
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In response to this key audit matter, we performed the following
procedures to address the heightened audit risk and obtain sufficient
appropriate audit evidence:
1. Evaluation of Internal Controls:
o Assessed the design and implementation of internal controls
over the maintenance of lease deeds and title deeds.
o Identified control deficiencies or weaknesses contributing to
the heightened audit risk.
2. Substantive Procedures:
o Conducted substantive testing to verify the existence,
completeness, and accuracy of lease deeds and title deeds.
o Examined supporting documentation, such as lease
agreements, property titles, and related correspondence.
o Verified the consistency of recorded lease and title information
with external sources and legal documentation.
We intend to communicate this key audit matter in our auditor's
report in accordance with SA 701. The communication will provide
stakeholders with insights into the significant audit risks related to
the maintenance of lease deeds and title deeds, our audit approach,
and the implications for the financial statements.
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5.
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Valuation of defined benefits obligation for
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Principal audit procedures:
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employees
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Accounting for defined benefit plans is based
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Our audit procedures include:
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on actuarial assumptions which require
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•
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Evaluated the key assumptions applied (discount rates, inflation
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measuring the obligation, evaluating the
planed assets and calculating the
corresponding actuarial gain or loss. All
future cash flows discounted to present value
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•
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rate, mortality rate) as per the Guidance Note applicable.
Assessed the competence, independence, and integrity of the
company's actuarial expert.
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for arriving at the obligation. Significant
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•
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The controls over the review and approval of actuarial assumptions,
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estimates including the discount rates, the
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the completeness and accuracy of data provided to external
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inflation rates, escalation of salary and the
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actuary, and the reconciliation to data used in expert's calculation
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mortality rate are made in valuing the
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were tested.
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company's defined benefits obligations. The
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•
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Discussed with the Management about the liability accrued due
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company engages external actuarial
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to defined benefit plan and to understand the business and
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specialist to assist them in selecting
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assessed if there was any inconsistency in the assumptions.
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appropriate assumptions and calculate the
obligations. The effect of these matters is a
part of the risk assessment and valuation of
the defined benefit obligations has a high
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•
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Adequacy of the company disclosure as per Ind AS 19 in the notes
is verified.
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degree of estimation as it is based on
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Based on the audit procedures involved, we observed that the
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assumptions.
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assumptions made by the management in relation to the valuation
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(Refer Notes 2.23 to the Standalone Financial
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were supported by available evidence.
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Statements.)
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Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Director's Report including Annexures to Director's Report, CSR Report, R&D and Report on
Corporate Governance andManagement Discussion and Analysis Report, but does not include the Standalone Financial
Statements and our auditor's report thereon. The Director's Report including Annexures to Director's Report, CSR Report, R&D
and Report on Corporate Governance andManagement Discussion and Analysis Report, is not made available to us till the date
of this report and is expected to be made available to us after the date of this Audit Report.
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 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 during the course of our 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.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position,
financial performance including OtherComprehensive Income, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of the appropriate accounting policies; making judgements 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 fair presentation of the Standalone Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so
The Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal financial controls 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 system in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that
the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order to the extent applicable for the year under audit.
2. As required by Section 143 (3) of the Act, based on our audit we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes
in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified
under Section 133 of the Act.
(e) In terms of Notification No. GSR 463(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Provision of
Section 164(2) of the Act. regarding disqualified of the Directors, are not applicable to the Government Company.
(f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statementsof the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) In terms of Notification No. GSR 463 (E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Provision of
Section 197 of the Act, are not applicable to Government Company.
(h) With respect to the matters required to be reported upon as per directions of The Comptroller and Auditor General of
India as per the provisions of Section 143(5) of The Companies Act 2013, refer to our report in Annexure- C
(i) 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 in its Standalone financial
statements - Refer Note 40 to the Standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
iv. (a) The management has represented that, to the best of it's knowledge and belief, other than as disclosed in the
notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding , whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the ultimate beneficiaries;
(b) The management has represented, that, to the best of it's knowledge and belief, other than as disclosed in the
notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, 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 we have considered reasonable and appropriate in the circumstances;
nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and
(b) contain any material misstatement.
v No dividend is declared or paid by the Company during the year and hence compliance with section 123 of the
Companies Act, 2013 is not applicable to the Company.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining
books of account in accounting software having a feature of recording audit trail of each and every transaction,
creating an edit log of each change made in books of account along with the date when such changes were made
and ensuring that the audit trail cannot be disabled is applicable to the Company only with effect from financial year
beginning April 1, 2023, audit trail is implemented in case of cash and bank transaction not for whole transactions.
For N. C. BANERJEE & CO.
Chartered Accountants
Firm Regn. No: 302081E
(CA. M.C.Kodali)
Partner
Membership No.-056514
UDIN: 26056514KALTXX7881
Date: 18.07.2026
Place: Kolkata
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