We have audited the standalone financial statements of PVR INOX
Limited ("the Company”), which comprise the Balance sheet as
at March 31 2025, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity for the year then ended, and
notes to the standalone financial statements, including a summary of
material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013,
as amended ("the Act”) in the manner so required and give a true
and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March
31, 2025, its loss including other comprehensive expense, its cash
flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs), as specified under
section 143(10) of the Act. Our responsibilities under those Standards
are further described in the 'Auditor's Responsibilities for the Audit of
the standalone Financial Statements' section of our report. We are
independent of the Company in accordance with the 'Code of Ethics'
issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements for the financial year ended March 31, 2025. 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. For each
matter below, our description of how our audit addressed the matter
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 Auditor's 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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Key audit matters
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How our audit addressed the key audit matter
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Impairment of Goodwill (as described in Note 4B of the standalone financial statements)
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As at March 31, 2025, the standalone financial statement
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Our audit procedures, among others included the following:
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includes Goodwill of Rs. 57,336 million.
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Understanding the control environment, evaluating and testing the
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The Company's assessment of impairment of goodwill is
complex as it involves significant judgement in determining
the assumptions used to estimate the recoverable amount
including forward-looking information relating to revenue
growth, operating margins and operating cash-flows and
determination of discount rate.
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operating effectiveness of the relevant controls over the process for
determining the recoverable amounts.
Assessed the key information used in determining the recoverable value
valuation including the weighted average cost of capital, cash flow
forecasts and the growth rate.
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The impairment tests is considered a key audit matter because
the assumptions on which the impairment assessment is based
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Assessed historical accuracy of management's budgets and forecasts by
comparing them to actual performance.
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are highly judgmental and are affected by future market and
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Assessed the recoverable value headroom by performing sensitivity testing
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economic conditions which are inherently uncertain, and
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of key assumptions used.
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because of the materiality of the balances to the financial
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Involved our valuation expert to assist in evaluating the key assumptions
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statements as a whole.
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of the valuations.
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Tested the arithmetical accuracy of the models.
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Assessed the adequacy of disclosures given in the standalone financial
statements for compliance with disclosure requirements under the
accounting standards.
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Other Information
The Company's Board of Directors is responsible for the other
information. The other information comprises the information included
in the Annual report, but does not include the standalone financial
statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent with
the 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 Standalone
Financial Statements
The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the standalone financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is
responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the 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 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 financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit of
the standalone financial statements for the financial year ended March
31, 2025 and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory
Requirements
1. As required by the Companies (Auditor's Report) Order, 2020
("the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in the
"Annexure 1” a statement on the matters specified in paragraphs
3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, 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 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 except
for the matters stated in the paragraph (i) (vi) below on
reporting under 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above on reporting under section 143(3)(b)
and paragraph (i)(vi) below on reporting under rule 11(g).
(g) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such controls,
refer to our separate Report in "Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year
ended March 31, 2025 has been paid / provided by the
Company to its directors in accordance with the provisions
of section 197 read with Schedule V to the Act;
(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 35 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 its knowledge and belief, as disclosed
in the note 52(vi) to the standalone financial
statements, 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 its knowledge and belief, as disclosed
in the note 52(vii) to the standalone financial
statements, 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 performed
that have been 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 has been declared or paid during the
year by the Company.
vi. Based on our examination which included
test checks and as explained in note 49 to the
standalone financial statement, during the current
year, the Company has used 2 accounting software
for maintaining its books of account. One of the
software has a feature of recording audit trail (edit
log) facility and the same has operated throughout
the year for all relevant transactions recorded in the
software except that audit trail feature is not enabled
for direct changes at database level to data when
using certain access rights and also for certain
changes made using privileged/ administrative
access rights. In case of other accounting software
which had a feature of recording audit trail (edit log)
facility and the same has operated for all relevant
transactions recorded in the software during the
period November 01, 2024 to March 31, 2025,
except that, audit trail feature is not enabled for
direct changes to data when using certain access
rights. Further, during the course of our audit we did
not come across any instance of audit trail feature
being tampered with in respect of the accounting
softwares. Additionally, the audit trail of prior year
has been preserved by the Company as per the
statutory requirements for record retention, to the
extent it was enabled and recorded in the prior year.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Gaurav Kumar Gupta
Partner
Place of Signature: New Delhi Membership Number: 509101
Date: May 12, 2025 UDIN: 25509101BMOLCQ9656
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