We have audited the accompanying Standalone Financial Statements of GRP Limited (“the Company”), which comprise the Balance
Sheet as at March 31, 2026, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in
Equity and Cash flow statement for the year then ended, and notes to the Standalone Financial Statements, including a summary of
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 (“the Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standard 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 March 31, 2026, and its proft and Other Comprehensive Income, changes in equity and its cash
outflows 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 specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibility 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 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 obtained by
us is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial statements.
Key Audit Matters
Key audit Matters are those matters that, in our professional judgement, 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.
We have determined the matters described below to be the Key Audit Matters to be communicated in our report.
1. Contingent Liabilities
We draw attention to Note no 39 of the Standalone Financial Statements, the Company has material amounts arising from
uncertain tax positions including disputes related to Sales Tax, Excise Duty & Service Tax, Income Tax, Goods & Service Tax.
These matters involve significant management judgment to determine the possible outcomes.
Auditor's Response
We obtained details of completed assessments during the financial year ended March 31,2026 from the management, considered
the estimates made by the management in respect of tax provisions and possible outcomes of the dispute. Additionally, we also
considered the effect of new information in respect of uncertain tax positions and matters under dispute as at March 31, 2026
to evaluate whether any changes were required in the management's position on these uncertainties.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors is responsible for the preparation of other information. The other information
comprises the information included in Annual Report, but does not include the Consolidated Financial Statements, 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 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. 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, 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.
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.
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 intend to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Company's Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility 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 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.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism
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 Companies Act, 2013 as amended, 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone 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 consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 controls with reference to financial statements 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 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
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.
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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income,
the Standalone Statement of Changes in Equity and the Standalone Cash Flow Statement 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, read with Rule 7 of the Companies (Accounts) 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) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of Company's internal financial controls with reference to standalone
financial statements.
(g) 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 Standalone Financial Statements - Refer Note
No. 39 to the standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any on long-term contracts including derivative contracts.
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 March 31, 2026.
iv. (a) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the notes
to the financial statements no funds (which are material either individually or in the aggregate) 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 persons or entities, 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 to us that, to the best of its knowledge and belief, as disclosed in the notes
to the financial statements, no funds (which are material either individually or in the aggregate) 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.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that cause us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain
any material misstatement.
v. a. The final Dividend proposed for the previous year, declared and paid by the Company during the year is in
accordance with the Section 123 of the Act, as applicable.
b. As stated in Note 57 to the Standalone Financial Statements, the Board of Directors of the Company has
proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual
General Meeting. Such dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi. As stated in note 54 to the standalone 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 April 01,
2025, 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.
Nature of exception noted - 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.
Details of Exception - 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. Audit trail (edit log) is
enabled at the application level.
Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.
3. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its
directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.
For Rajendra & Co.
Chartered Accountants
Firm's Registration No. 108355W
Apurva Shah
Partner
Membership No. 047166
UDIN: 26047166KUPGZT6405
Place: Mumbai
Date: 15th May, 2026
|