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Key audit matters
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How our audit addressed the key audit matter
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Valuation of inventories with respect to estimated markdown due to slow moving and obsolete inventories (including
shrinkage) (as described in notes 12 and 32(II)(e) of the financial statements)
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As at March 31, 2026, the carrying value of inventories
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Our audit procedures, among others, included the following:
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amounted to Rs. 98,753 lakhs after considering markdown
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Obtained an understanding of the process and controls,
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on account of slow moving, obsolete inventories (including
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evaluated the design and tested the operating effectiveness
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shrinkage) of Rs. 7,264 lakhs.
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of controls over valuation of inventories with respect to
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The Company assesses inventory levels at warehouses &
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estimated markdown due to slow moving and obsolete
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stores and further evaluates the process of determining the
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inventories (including shrinkage).
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markdown to be made to the inventories, including shrinkage.
Such assessment involves significant estimates, such as
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Obtained ageing of inventories and tested the ageing
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management expectations of forecasted inventory demand,
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on sample basis.
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anticipated future recoverability of such inventory items and
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Obtained inventory markdown calculation from the
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the estimated costs to sell.
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Company and reperformed the calculation of the inventory
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Since it involves significant management's judgement and
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markdown as per the policy of the Company.
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estimate, this matter has been determined as Key Audit Matter
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Assessed the inventory shrinkage provision by assessing
the level of inventory write downs during the period and
applying the shrinkage rate to the year-end stock. Tested
the shrinkage rate used to calculate the provision.
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Key audit matters
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How our audit addressed the key audit matter
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Assessed the adequacy of the disclosures made in the
financial statements.
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•
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Obtained management representation in respect of
appropriateness of estimated markdown due to slow
moving and obsolete inventories (including shrinkage).
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Assessment of impairment of goodwill and other intangible assets (as described in note 5 of the financial statements)
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As at March 31, 2026, the financial statements include goodwill
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Our audit procedures, among others, included the following:
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of Rs. 150 lakhs and other intangible assets of Rs. 2,820 lakhs
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Obtained an understanding of the process and controls,
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acquired on acquisition of LimeRoad business in earlier years.
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evaluated the design and tested the operating effectiveness
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Considering the requirements of Indian Accounting Standard
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of internal controls over the impairment assessment
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(Ind AS) 36 ‘Impairment of Assets', the management has tested
the above-mentioned assets for impairment using a Discounted
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process, including preparation of the DCF model.
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Cash Flow (DCF) model.
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Evaluated the Company's accounting policy in respect
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We considered this as a key audit matter because of the
significant carrying value of the above-mentioned assets and
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of impairment assessment of goodwill and other
intangible assets.
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high estimation uncertainty in assumptions used such as
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Obtained an understanding of the cash flow projections
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discount rate, rate of growth over the estimation period and
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and assumptions used in the DCF model and tested the
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terminal growth rate which are affected by future market and
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mathematical accuracy.
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economic conditions and, hence, are inherently uncertain.
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Assessed the recoverable value headroom by performing
sensitivity testing of key assumptions used.
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Involved experts to review the assumptions used by
the management.
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Assessed the adequacy of disclosures in the financial
statements for compliance with disclosure requirements
under the accounting standards.
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We have audited the financial statements of V-Mart Retail
Limited (“the Company”), which comprise the Balance sheet
as at March 31, 2026, 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 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 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, 2026, its profit including other
comprehensive income, its cash flows and the changes in
equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the 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 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 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 financial
statements for the financial year ended March 31, 2026.
These matters were addressed in the context of our audit of
the 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 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 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 financial statements.
We have determined that there are no other key audit matters
to communicate in our report.
Other Information
The Company's Board of Directors is responsible for the other
information. The other information comprises the Director's
Report, Corporate Governance Report and Management
Discussion and Analysis, 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 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 the Management and Those Charged with
Governance for the 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 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 financial statements that give a true and
fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the 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 Financial
Statements
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 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 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 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 financial statements, including the disclosures, and
whether the 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 financial statements for the
financial year ended March 31, 2026, and are therefore the
key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits
of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the 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 Rule 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 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, 2026, taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2026 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 the 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 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, 2026 has been paid
/ provided by the Company to its directors in
accordance with the provisions of Section 197 read
with Schedule V to the Act.
(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 financial statements - Refer note 33 to the
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 51 to the
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 51 to
the 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. As stated in note 14 to the financial statements,
the Board of Directors of the Company have
proposed final dividend for the year which
is subject to the approval of the members
at the ensuing Annual General Meeting. The
dividend declared is in accordance with Section
123 of the Act to the extent it applies to
declaration of dividend.
vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which 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 to data
when using certain access rights, as described
in note 54 to the financial statements. Further,
during the course of our audit we did not come
across any instance of audit trail feature
being tampered with, in respect of accounting
software where the audit trail has been enabled.
Additionally, the audit trail of prior year has
been preserved by the Company, to the extent
enabled, as per the statutory requirements for
record retention.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm's Registration Number: 301003E/E300005
per Anil Mehta
Partner
Place of Signature: Gurugram Membership Number: 095812
Date: May 07, 2026 UDIN: 26095812KMDITK2804
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