We have audited the accompanying standalone financial statements of Sirca Paints India Limited formerly known as SIRCA PAINTSINDIA PRIVATE LIMITED, earlier known as SIRCOLOR WOOD COATINGS PRIVATE LIMITED (“the Company”), which comprisethe standalone balance sheet as at March 31, 2025, the standalone statement of profit and loss (including other comprehensive income),the standalone statement of changes in equity and the standalone statement of Cash Flows for the year ended on that date, and thenotes to the standalone financial statements including a summary of the significant 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, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view inconformity with the accounting standards 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 Companyas at March 31, 2025 and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our auditof the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financialstatements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
a) Revenue recognition (refer note no. 2.4 & 28 of the Standalone financial Statements)
The key audit matters
How the matter was addressed in our report
Revenue from the sale of goods (hereinafter referred to as“Revenue”) is recognised when the Company performs itsobligation to its customers and the amount of revenue canbe measured reliably and recovery of the consideration isprobable. The timing of such recognition in case of sale ofgoods is when the control over the same is transferred tothe customer, which is mainly upon delivery. The timing ofrevenue recognition is relevant to the reported performanceof the Company. The management considers revenue as akey measure for evaluation of performance. There is a risk ofrevenue being recorded before control is transferred.
Assessing the appropriateness of the Company's revenue recognitionaccounting policies in line with Ind AS 115 (“Revenue from Contractswith Customers”) and testing thereof. Our other audit procedures withregard to revenue recognition include testing controls, automatedand manual, around dispatches/deliveries, E -Way bill Verification,inventory reconciliations and circularization of receivable balances,substantive testing for cut-offs and analytical review procedures.Testing the supporting documentation for sales transactions recordedduring the period closer to the year end and subsequent to the yearend, including examination of credit notes issued after the year endto determine whether revenue was recognised in the correct period.Performing analytical procedures on current year revenue based onmonthly trends and where appropriate, conducting further enquiriesand testing.
b) Discounts and incentives (Refer note 2.4 and 28 of the Standalone Financial Statements)
Discounts and incentives to dealers / customers areadministered through various schemes including incentives.These are material items of business cost. The calculation ofthe amount of expense to be recognized is both voluminous,complex and involves significant judgement. There is a riskthat such liabilities for discounts and incentives may beinaccurately recognized.
Our audit procedures included assessment of the design andimplementation of controls, in addition to testing the effectiveness ofkey controls in respect of recognition of the liabilities for such discountsand incentives. We have considered each significant type of discountrecognized and assessed the appropriateness of the judgement appliedwhile recognizing the liability including the methodology and inputsused in calculating the amount and in some cases, re-performed thecalculation. Our audit procedures also included verification of appropriateauthorization, analytical review including comparison of budgeted amountand actual charge for the year and review of historical trends in respectof these liabilities.
The Company's management and Board of Directors are responsible for the preparation of the other information. The other informationcomprises the information included in the company's annual report, but does not include The consolidated financial statements, thestandalone financial statements and our auditor's reports thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assuranceconclusion 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 obtainedduring the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we concludethat there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Company's management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Actwith respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flow of the company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting 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 responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybe 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, designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate inthe circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Companyhas 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 disclosuresin the standalone financial statements made by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Director's use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, 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, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) 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 andsignificant 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 regardingindependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in theaudit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
1. (A) As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 fromour examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income) , the Statement ofchanges in equity and the statement of Cash Flow dealt with by this Report are in agreement with the books ofaccount;
d) In our opinion, the aforesaid standalone financial statements comply with the AS specified under Section 133 of theCompanies Act;
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in termsof Section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the companyand the operating effectiveness of such controls, refer to our separate Report in “Annexure-A”. Our report expressesan unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting
(B) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanationsgiven to us:
a) The Company does not have any pending litigations which would impact on the financial position of the company.
b) The Company does not have any long-term contracts including derivative contracts, as such the question ofcommenting on any material foreseeable losses thereon does not arise.
c) There has been no delay in transferring amounts, required to be transferred, if any, to the Investor Education andProtection Fund by the Company.
d)
(i) The Management has represented that, to the best of its knowledge and belief, no funds (which are materialeither individually or in the aggregate) have been advanced or loaned or invested (either from borrowed fundsor 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, thatthe Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(ii) The Management has represented that, to the best of its knowledge and belief no funds (which are material eitherindividually or in the aggregate) have been received by the Company from any persons or entities, including foreignentities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Companyshall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“UltimateBeneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations under sub¬clause (i) and (ii) of Rule 11(e) contain any material mis-statement.
e) The final dividend paid by the Company during the current year in respect of the same declared for the previous yearis in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. As statedin note 45 to the financial statements, the Board of Directors of the Company have proposed final dividend for thecurrent year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with section 123 of the Companies Act.
f) Based on our examination which included test checks, except for the instances mentioned below, the Company hasused accounting softwares for maintaining its books of account, which have a feature of recording audit trail (editlog) facility and the same has operated throughout the year for all relevant transactions recorded in the respectivesoftware:
(i) The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct datachanges for the accounting softwares used for maintaining the books of account relating to payroll, consolidationprocess and certain noneditable fields/tables of the accounting software used for maintaining general ledger.
Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for therespective accounting software, we did not come across any instance of the audit trail feature being tampered with.
2. With respect to the matter to be included in the Auditors' Report under Section 197(16) of the Companies Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to itsdirectors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid toany director is not in excess of the limit laid down under Section 197 of the Act.
3. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government of India interms of section 143(11) of the Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and4 of the Order, to the extent applicable.
Chartered Accountant(Firm's Registration No.004254N )
Sudarshan Lal Marwah
Partner
Dace 22nedwMDy2b25 ^m^^p ^.m^m)
22 May, 2025 UDIN:- 25007604BMIAHD2845