We have audited the accompanying standalone financialstatements of ACC Limited ("the Company”), whichcomprise the Balance sheet as at March 31, 2025, theStatement of Profit and Loss, including the statement ofOther Comprehensive Income, the Cash Flow Statementand the Statement of Changes in Equity for the year thenended, and notes to the Standalone financial statements,including a summary of material accounting policies andother explanatory information (hereafter referred to as the"Standalone Financial Statements”).
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013, as amended ("theAct”) in the manner so required and give a true and fairview in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company asat March 31, 2025, its profit including other comprehensive(loss) / income, its cash flows and the changes in equity forthe year ended on that date.
We conducted our audit of the standalone financialstatements in accordance with the Standards on Auditing(SAs), as specified under section 143(10) of the Act.Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements' section of our report.We are independent of the Company in accordance withthe 'Code of Ethics' issued by the Institute of CharteredAccountants of India together with the ethical requirementsthat 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 responsibilitiesin accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis forour audit opinion on the standalone financial statements.
We draw your attention to Note 43(A) of the accompanyingstandalone financial statements which, describes theuncertainty related to the outcome of ongoing litigationwith the Competition Commission of India.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the financial yearended March 31, 2025. These matters were addressedin the context of our audit of the standalone financialstatements 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 auditaddressed the matter is provided in that context.
We have determined the matters described below to bethe key audit matters to be communicated in our report.We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalonefinancial statements section of our report, including inrelation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond to ourassessment of the risks of material misstatement of thestandalone financial statements. The results of our auditprocedures, including the procedures performed to addressthe matters below, provide the basis for our audit opinionon the accompanying standalone financial statements.
Key audit matters
How our audit addressed the key audit matter
Litigation and Claims (as described in Notes 1.3(H), 1.4(1), 43(A) and 44 of the standalone financial statements)
The Company has significant ongoing legal proceedings
Our audit procedures included the following:
for various matters relating to direct tax. indirect tax.government incentive claims and other legal mattersrelating to Company's operations under various lawsprevailing in India. The Company has also depositedsubstantial amounts against various matters or
Ý
Obtained and read the Company's accounting policieswith respect to contingent liabilities and provisionsand assessed its compliance with Ind AS 37 "Provisions,Contingent Liabilities and Contingent Assets",
accounted as receivable from authorities against
Obtained understanding of the Company's process and
dispute, which has been classified as "Duty, taxes paid
controls to identify and monitor all litigations, Including
under protest with Government authorities against
Company's process of assessment of litigations as
various disputes - Other non-current assets” in Note 9.
'probable', 'possible' and 'remote' and reporting to the
The provisions made against legal matters have been
Board of Directors / Audit Committee.
included in "Other Payables- Other current liability” inNote 26.
Discussed with the management including theperson responsible for legal and compliance to
Due to the magnitude and complexity involved in
obtain an understanding of the matters involved and
these matters, management's judgement regarding
development in these matters compared to previous
recognition, measurement and disclosure of provisions
year. For significant direct and indirect tax matters
for these legal matters is inherently uncertain and
and government incentive claims including special
might change over time as the outcome of the
incentive, we assessed the management conclusion
legal cases are determined or dispute gets settled.
with the support of internal specialists. For claims/
Accordingly. it has been considered as a key audit
matters settled during the year based on the orders/
matter.
management assessment, we verified orders/management conclusion, as appropriate and verifiedwhether the claims/matters settled were properlyaccounted for in the books.
Obtained and assessed management conclusionbasis the related documentation / correspondenceand opinions from external legal experts (whereapplicable) for other significant legal matters, asprovided by the management. For incentive claims,reviewed management assessment for likelihood ofrecoverability.
Obtained direct legal confirmations for significantmatters from external law firms handling such mattersto corroborate management conclusions.
Assessed the objectivity and competence of theexternal legal experts / law firms and internal specialistas referred above.
Reviewed the disclosures made by the Company in thestandalone financial statements.
Obtained necessary representations fromthe management.
Revenue recognition, including discounts and rebates to Customers (as described in Notes 1.3(I), 1.4(VI), and
28 of the standalone financial statements)
The Company recognizes revenue upon the transfer
of control of goods to the customer, provided thereare no unfulfilled obligations. Revenue is measured atthe fair value of the consideration received, adjustedfor discounts, incentives, price concessions, rebates,and other similar adjustments. The timing of revenue
Ý We have assessed the Company's accounting policiesrelating to recognition and measurement of revenue,discounts, incentives and rebates by comparing with
applicable accounting standards.
recognition, the determination of when controlis transferred, and the assessment of unfulfilledobligations require significant judgment, particularlygiven the complexity of sales arrangements (includingthrough Master Supply Agreements (MSA)) and thevarying terms and conditions across different customeragreements. This complexity is further compounded bythe need to accurately estimate and apply discounts,rebates, and other adjustments to arrive at the fairvalue of consideration in the appropriate period and thecompleteness of the expenses.
Ý We have evaluated the design and implementationof the Company's internal controls over revenuerecognition, including policies for discounts, rebates,and incentives, ensuring alignment with Ind AS 115.
Ý We have reviewed a sample of sales contracts, theunderlying documentation for discounts, incentivesand rebates recorded and disbursed during the year
to assess the timing of transfer of control has beensatisfied and verified delivery terms and conditions toensure revenue recognition aligns with the transfer ofcontrol to customers.
The Company has established commercial policy thatsets benchmarks or limits for margins in case of MSAwith related parties and for discounts and rebates,within which individual sales regions can design andimplement their own schemes. This decentralisedapproach allows regional sales teams flexibilityin offering rebates, which may result in variationsbetween regions in terms of the level of discountsprovided.
Ý We have tested the accuracy and consistency ofdiscounts, rebates, and incentives applied to revenuetransactions. Assessed the reasonableness ofmanagement's estimates for measurement of variableconsiderations including in case of MSA transactionwith related parties, contractual terms includinghistorical trends of payments and reversal of discounts,
incentives and rebates to provisions made to assess thecurrent year accruals.
Given the inherent complexity and judgment involvedin determining the timing of revenue recognition, theassessment of control transfer, and the estimationof discounts and rebates, revenue recognition wasidentified as a key audit matter.
Ý Analysed regional schemes to ensure compliance
with the Company's overall commercial policy andbenchmarks. Also, evaluated the impact of sales regionKPIs linked to revenue targets on the application ofdiscounts and rebates, ensuring no undue influence onrevenue recognition.
The Company's Board of Directors is responsible for theother information. The other information comprises theinformation included in the Annual report, but does notinclude the accompanying standalone financial statementsand our auditor's report thereon.
Our opinion on the accompanying standalone financialstatements does not cover the other information and wedo not express any form of assurance conclusion thereon.
In connection with our audit of the accompanyingstandalone financial statements, our responsibility isto read the other information and, in doing so, considerwhether such other information is materially inconsistentwith the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materiallymisstated. If, based on the work we have performed, weconclude that there is a material misstatement of thisother information, we are required to report that fact.We have nothing to report in this regard.
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance including other comprehensive(loss) / income, cash flows and changes in equity of the
Company in accordance with the accounting principlesgenerally accepted in India, including the IndianAccounting Standards (Ind AS) specified under section 133of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing anddetecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent;and the design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparationand presentation of the standalone financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and usingthe going concern basis of accounting unless managementeither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those charged with governance are also responsible foroverseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on thebasis of these standalone financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalscepticism throughout the audit. We also:
Ý Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
Ý Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequateinternal financial controls with reference to standalonefinancial statements in place and the operatingeffectiveness of such controls.
Ý Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
Ý Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditionsthat may cast significant doubt on the Company'sability to continue as a going concern. If we concludethat a material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the standalone financial statementsor, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
Ý Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters that wereof most significance in the audit of the accompanyingstandalone financial statements for the financial yearended March 31, 2025 and are therefore the key audit
iii. Following are the instances of delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund (IEPF) by the Company;
matters. We describe these matters in our auditor's reportunless law or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated inour report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.
1. As required by the Companies (Auditor's Report) Order,2020 ("the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Act, we give in the "Annexure 1” a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report tothe extent applicable, that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
(b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination of thosebooks except for the matters stated in sub-clause2(i)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditor's) Rules, 2014;
(c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive (loss) / income, the Cash FlowStatement and Statement of Changes in Equitydealt with by this Report are in agreement withthe books of account;
(d) In our opinion, the aforesaid standalone financialstatements comply with the AccountingStandards specified under Section 133 of theAct, read with Companies (Indian AccountingStandards) Rules, 2015, as amended;
(e) On the basis of the written representationsreceived from the directors as on March 31, 2025taken on record by the Board of Directors, noneof the directors is disqualified as on March 31,2025 from being appointed as a director in termsof Section 164 (2) of the Act;
(f) The modification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in the paragraph (b)above on reporting under Section 143(3)(b)and in sub-clause 2(i)(vi) below on reportingunder Rule 11(g) of the Companies (Audit andAuditor's) Rules;
(g) With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements and the operatingeffectiveness of such controls, refer to ourseparate Report in "Annexure 2” to this report;
(h) The Company has not paid any managerialremunerations to its directors and thus, theprovisions of section 197 read with Schedule Vto the Act are not applicable to the Company forthe year ended on March 31, 2025;
(i) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its standalone financial statements- Refer Note 43 to the standalonefinancial statements;
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses;
been advanced or loaned or invested (eitherfrom borrowed funds or share premium or anyother sources or kind of funds) by the Companyto or in any other person(s) or entity(ies),including foreign entities ("Intermediaries”),with the understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identified inany manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf ofthe Ultimate Beneficiaries;
b) The management has represented that, to thebest of its knowledge and belief, as disclosedin the note 62(6) to the standalone financialstatements, no funds have been received bythe Company from any person(s) or entity(ies),including foreign entities ("Funding Parties”),with the understanding, whether recorded inwriting or otherwise, that the Company shall,whether, directly or indirectly, lend or invest inother persons or entities identified in any mannerwhatsoever by or on behalf of the FundingParty ("Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries; and
c) Based on such audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothing hascome to our notice that has caused us to believethat the representations under sub-clause (a)and (b) contain any material misstatement.
v. The final dividend paid by the Company during theyear in respect of the same declared for the previousyear is in accordance with section 123 of the Act tothe extent it applies to payment of dividend.
As stated in note 55 to the standalone financialstatements, the Board of Directors of the Companyhave proposed final dividend for the year which issubject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act to the extentit applies to declaration of dividend.
vi. Based on our examination which included testchecks, the Company has used accounting softwarefor maintaining its books of account which has afeature of recording audit trail (edit log) facility andthe same has operated throughout the year for allrelevant transactions recorded in the software, exceptthe audit trail feature is enabled, for certain directchanges to database when using certain privileged /administrative access rights which got stabilised andenabled from March 25, 2025, as described in note 64to the standalone financial statements.
Further, during the course of our audit we did notcome across any instance of audit trail feature beingtampered with in respect of the accounting softwarewhere audit trail was enabled.
Additionally, the audit trail of relevant prior years hasbeen preserved for record retention to the extent itwas enabled and recorded in those respective yearsby the Company as per the statutory requirementsfor record retention, as described in note 64 to thestandalone financial statements.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Santosh Agarwal
Partner
Membership Number: 093669
UDIN: 25093669BMJBGN5892
Place of Signature: Ahmedabad, Gujarat
Date: April 24, 2025
Nature of delay
Date of
Due date
payment
Number ofdays of delays
Amountinvolved(In crore)
Delay in depositing dividend
September 21, October 21,
30
1.63
declared for year ended
2024 2024
December 31, 2017 to IEPF
iv. a) The management has represented that, to thebest of its knowledge and belief, other than as
disclosed in the note 5 and note 62(5) to thestandalone financial statements, no funds have