We have audited the accompanying standalone financial
statements of V2 Retail Limited ("the Company"), which comprise
the Balance sheet as at March 31, 2025, the Statement of
Profit and Loss including Other Comprehensive Income, the
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 material accounting policies
and other explanatory information (hereinafter referred to as
"the standalone financial statements").
In our opinion and to the best of our information and according
to the explanations given to us, except for the possible effects of
the matters described in the Basis for Qualified Opinion section
of our report 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 accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, its profit including other comprehensive
income, the changes in equity and its cash flows for the year
ended on that date.
Basis for Qualified Opinion
As described in Note 47 to the accompanying standalone
financial statement, the Company has performed physical
verification of property, plant and equipment during the year
ended March 31,2023 in accordance with the phased program
of conducting such verification over a period of 3 years.
However, the Company is in process of performing related
reconciliation of such physical verification with the underlying
fixed asset register maintained by the Company. Pending
completion of the said reconciliation, we are unable to comment
on any adjustment that may be required to the carrying value
of such Property, Plant and Equipment as at March 31,2025.
Our opinion on the standalone financial statements for year
ended March 31,2025 is qualified in respect of this matter.
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
Statement' 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
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 Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our qualified opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to Note 44 of the accompanying standalone
financial statement, which describes that an advance amounting
to H 1,494.23 lakhs outstanding since April 2019, has been
considered good basis management's assessment of extension
of the underlying contract with Bennett, Coleman and Co.
Limited ('BCCL') till July 07, 2025. The management is confident
of the utilization of such advance against future advertisement
services to be provided by BCCL within the extended periods of
the contract and hence, has considered the aforesaid balance
as fully recoverable as on date. Our opinion is not qualified in
respect of this matter.
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. We have determined the
matters described below to be the key audit matters to be
communicated in our report:
|
S.N. Key Audit Matter
|
Auditor's Response
|
|
1. Existence and valuation of Inventories:
|
How our audit addressed the key audit matter:
|
|
As at March 31,2025, the total carrying amount of
|
Our audit included, but was not limited to, the following audit
|
|
inventories was H 52,617.63 Lakhs (Refer note 1(v)(j) for
|
procedures over inventory existence and valuation:
|
|
material accounting policy and note 9 and 37 for the
|
• Understood the management process for cyclical physical
|
|
standalone financial statement disclosure).
|
counts, identification of slow moving, nonmoving or obsolete
|
|
At the end of each reporting period, management of the
|
inventories and determining net realisable value, and
|
|
Company assesses whether there is adequate provision
|
evaluated whether such processes are consistently followed.
|
|
for inventory losses on account of lower net realizable
|
• Evaluated design and tested the operating effectiveness of
|
|
value and obsolete inventory. The management applies
|
controls implemented around above mentioned processes
|
|
judgement in determining appropriate provisions for
|
throughout the year.
|
|
inventory losses which include:
a) Applying specific identification process to ascertain
|
Cyclical physical counts and physical count performed
|
|
slow moving and obsolete inventory.
|
before and subsequent to year end:
|
|
b) Assessing the net realizable value of such slow
|
• Inspected management's inventory count records and
|
|
moving and obsolete inventory.
|
observed physical inventory verification for locations
|
|
In addition to the above, the management adopts
a cyclical count for physical verification of inventory
|
selected based on materiality and risk considerations.
• Performed independent test counts to corroborate the
|
|
which is a complex exercise owing to the nature of the
|
management count for the locations selected as above
|
|
inventory and the multiple locations covered in such
|
prior to year end, and separately conducted independent
|
|
cyclical counts.
|
test counts after year end. In both cases, roll-forward
|
|
Considering the aforesaid complexities involved
in cyclical physical verification of inventory which
|
and roll-back procedures were performed by verification
of movement between the respective test counts date
and year end date with the supporting documents which
|
|
required us to undertake alternate audit techniques
as described in this key audit matter, and significant
management judgements and estimates required with
|
included purchase invoice, sales invoice, dispatch register,
gate inward/outward register, etc. to substantiate the
existence of inventory as at the reporting date;
|
|
respect to allowance for inventory loss, existence and
valuation of inventory was determined to be a key audit
|
• Tested the adjustment made in the books of accounts
|
|
matter for the current year audit.
|
basis the results of the physical counts performed by
|
|
the management.
Slow-moving/obsolete inventory provisions:
• Tested inventory ageing obtained through system reports,
where applicable.
• Obtained from management the list of slow and non¬
moving inventories identified as at March 31,2025 and
their corresponding expected sales in future periods.
• Tested the computation for allowance for slow moving,
non-moving and obsolete inventories by performing an
independent age-wise analysis of the inventory line items.
• Tested the net realizable value of traded goods inventory on
a sample basis to recent selling prices.
• Assessed the adequacy of the disclosures made in the
standalone financial statements.
Obtained written representations from management on the
completeness and adequacy of inventory allowance as at the
year end.
|
|
S.N.
|
Key Audit Matter
|
Auditor's Response
|
|
2
|
Accounting of Leases Under Ind AS 116-(Leases) :
Leases Refer note 1(v)(g) for material accounting policy
and note 46 for the standalone financial statements
disclosure relating to accounting for leases in
accordance with Ind AS 116, Leases ('Ind AS 116').
The Company has recognised the Right of Use asset
(ROU) and corresponding lease liability amounting to
H 64,914.03 lakhs and H 73,079.88 lakhs as at March 31,
2025, respectively.
Owing to the volume of the lease contracts, and the
estimates involved, we have considered this matter to
be a key audit matter in our audit.
|
How our audit addressed the key audit matter:
Our audit included, but was not limited to, the following audit
procedures:
• Understood the management process for identification of
leasing arrangements for accounting of leases by applying
the practical expedient.
• Evaluated design and tested the operating effectiveness of
controls implemented around above mentioned process
throughout the year.
• Reviewed the overall impact analysis prepared by the
Company including completeness of lease contracts and
application of practical expedients.
• Tested the accuracy of the revised lease agreements
entered for a sample of leases through the inspection of
lease documentation.
• Verified the accuracy of the underlying lease data used to
calculate the lease liability, by agreeing a representative
sample of leases to original contracts or other
supporting information.
• Evaluated the appropriateness and adequacy of
disclosures made in the standalone financial statements
with respect to Lease liability, Right of Use Assets and
application of practical expedient, in conformity with the
Ind AS 116 (Leases).
Obtained written representations from management on
the completeness of lease data and application of practical
|
Other Information
The Company's Board of Directors are responsible for the other
information. The other information comprises the information
included in the Management Discussion & Analysis, Board's
Report, Business Responsibility and Sustainability Report and
Corporate Governance Report, including Annexures, but does
not include the, consolidated financial statements, standalone
financial statements and our auditor's reports thereon.
The other information 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 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 in the audit or otherwise appears to be
materially misstated.
When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the applicable
laws and regulations.
Responsibilities of Management 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 other
comprehensive income, cash flows and statement of changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards 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 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, 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.
The 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 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 in planning the scope of our audit work
and in evaluating the results of our work and 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 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 A" a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. A. As required by Section 143(3) of the Act,
we report that:
a. We have sought and, except for the matters
described in the Basis for Qualified Opinion
section, 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 that the backups of books
of account maintained in electronic mode has
not been maintained on daily basis and for the
matters described in the Basis for Qualified
Opinion section and paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;
c. The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Change in Equity
and the Statement of Cash Flows dealt with
by this Report are in agreement with the
books of account;
d. Except for the matters described in the Basis
for Qualified Opinion section, in our opinion,
the aforesaid standalone financial statements
comply with the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act;
e. Qualification on the standalone financial
statements has no adverse effect on the
functioning of the Company;
f. On the basis of the written representations
received from the directors as at March 31,
2025 taken on record by the Board of Directors,
none of the directors is disqualified as at March
31,2025 from being appointed as a director in
terms of Section 164 (2) of the Act;
g. The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in Basis for Qualified
Opinion section, paragraph 2A(b) above on
reporting under Section 143(3)(b) of the
Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;
h. With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure B"
to this report;
B. 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:
a. 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;
b. The Company did not have any material
foreseeable losses in long-term contracts
including derivative contracts;
c. The Company did not have any amounts that
were required to be transferred to the Investor
Education and Protection Fund.
d. i. The management has represented that,
to the best of it's knowledge and belief,
as disclosed in the Note 49(vii) 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) during the year 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 Intermediaries 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
ii. The management has represented, that,
to the best of it's knowledge and belief,
as disclosed in the Note 49(viii) to the
standalone financial statements, no funds
have been received by the Company from
any persons or entities, including foreign
entities ("Funding Parties") during the
year, 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
iii. Based on such audit procedures, we have
considered reasonable and appropriate
in the circumstances, nothing has come
to their notice that has caused them to
believe that the representations under
sub-clause (d)(i) and (d)(ii) contain any
material mis-statement
e. The Company has not declared or paid any
dividend during the year therefore reporting
regarding compliance of section 123 of the
Companies Act, 2013 is not applicable.
f. Based on our examination which included test
checks, the Company has used accounting
software (SAP) 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 in certain
access right at application level for changes
in backend tables in SAP and direct changes
to data when using certain access rights at
database level. 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.
The Company has also other accounting
softwares for invoicing to customers and
processing payroll which is maintained by
third party software service provider. In the
absence of supporting evidences for audit trail
configurations, we are unable to comment
on whether these softwares have feature
of recording audit trail (edit log) facility at
application level and database level to any
data change in these softwares and operated
throughout the year and whether there was
any audit trail feature has been tempered
with and the audit trail of prior year has been
preserved as per the statutory requirements
for record retention.
C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:
In our opinion, the Company has paid/ provided for
managerial remuneration in accordance with the
requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
For Singhi & Co.
Chartered Accountants
Firm Reg. No. 302049E
Bimal Kumar Sipani
Partner
Place: Noida (Delhi-NCR) Membership No. 088926
Date: May 27, 2025 UDIN: 25088926BMJHFK3278
|