We have audited the accompanying standalone financialstatements of Astral 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.
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 andfair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of theCompany as at March 31, 2025, its profit including othercomprehensive income, its cash flows and the changes inequity for the 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 theAudit of the Standalone Financial Statements' sectionof our report. We are independent of the Companyin accordance with the 'Code of Ethics' issued by theInstitute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit
of the financial statements under the provisions of theAct and the Rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on thestandalone financial statements.
Key audit matters are those matters that, in ourprofessional judgment, were of most significance inour audit of the standalone financial statements for thefinancial year ended March 31, 2025. These matters wereaddressed in the context of our audit of the standalonefinancial statements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion onthese matters. For each matter below, our description ofhow our audit addressed the matter is provided in thatcontext.
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 toour assessment of the risks of material misstatement ofthe standalone financial statements. The results of ouraudit procedures, including the procedures performedto address the matters below, provide the basis for ouraudit opinion on the accompanying standalone financialstatements.
Key audit matters
How our audit addressed the key audit matter
Impairment assessment of Goodwill (as described in Note 2(x)(iv) of the standalone financial statements)
The Company's balance sheet includes ' 2,036 Million ofGoodwill as at March 31, 2025.
In accordance with Ind AS 36, these balances areallocated to Cash Generating Units (CGUs) which aretested annually for impairment using discounted cash¬flow models of each CGU's recoverable value comparedto the carrying value of the assets. A deficit between therecoverable value and the CGU's net assets would resultin impairment. The inputs to the impairment testingmodel which have the most significant impact on CGUrecoverable value include:
- Projected revenue growth, operating margins andoperating cash-flows; and
- Business specific discount rates.
We performed following procedures, for the same:
• We assessed whether the Company's definition of theCGUs is compliant with the applicable accountingstandards.
• We evaluated the forecast of future cash flows usedby the management in the model to compute theRecoverable value of CGUs.
• We compared the forecast of future cash flows tobusiness plan and previous forecasts to the actualresults.
• We focused our analysis on management assumptionsin respect of future sales growth rate and discount rateused to compute the Recoverable value of CGUs.
• We recalculated estimates using the managementmodel.
The annual impairment testing is considered a significant
• We involved valuation specialists to assist in evaluating
accounting judgement and estimate and a key audit
the key assumptions and methodologies used by the
matter because the assumptions on which the tests are
Company in computing the Recoverable value of
based are highly judgmental and are affected by future
CGUs.
market and economic conditions which are inherentlyuncertain, and because of the materiality of the balancesto the standalone financial statements.
• We assessed the disclosures made in the standalonefinancial statements.
Impairment assessment of investments in subsidiaries (as described in Note 2(x)(iii) of the standalone financial
statements)
The Company's investment in Astral Coating Private
We performed following procedures, among others:
Limited (formerly known as Gem Paints Private Limited),India and Seal It Services Limited, UK amounting to? 3,707 Million as at March 31, 2025.
• We evaluated the forecast of future cash flows usedby the management in the model to compute theRecoverable amount.
The determination of value in use of the Company's
• We compared the forecast of future cash flows to
investments in the said subsidiaries is dependent on
business plan and previous forecasts to the actual
management's estimates with respect to such entity's
results.
performance, future cash flows and making judgment withrespect to assumptions used in computing the recoverableamount of investments in those subsidiaries.
• We focused our analysis on management assumptionsin respect of future sales growth rate and discount rateused to compute the Recoverable amount.
Considering the uncertainty involved in forecasting of
• We recalculated estimates using the management
cash flows and the judgement involved in respect of
model.
assumptions used in computing the value in use this auditarea is considered a key audit matter.
• We involved valuation specialists to assist in evaluatingthe key assumptions and methodologies used by theCompany in computing the recoverable amount.
The Company's Board of Directors is responsible forthe other information. The other information comprisesthe information included in the Annual report, but doesnot include the standalone financial statements and ourauditor's report thereon.
Our opinion on the standalone financial statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation and, in doing so, consider whether such otherinformation is materially inconsistent with the financialstatements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If, based onthe work we have performed, we conclude that there isa material misstatement of this other information, we arerequired to report that fact. We have nothing to report inthis 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
income, cash flows and changes in equity of the Companyin accordance with the accounting principles generallyaccepted in India, including the Indian AccountingStandards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards)Rules, 2015, as amended. This responsibility also includesmaintenance 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 using thegoing 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 expectedto influence 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 professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of notdetecting a material misstatement resulting fromfraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. Under section143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls with referenceto financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern.If we conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the 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 maycause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether thestandalone financial statements represent the
underlying transactions and events in a manner thatachieves 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 governancewith a statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone financialstatements for the financial year ended March 31, 2025and are therefore the key audit matters. We describe thesematters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a mattershould not be communicated in our report because theadverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
1. As required by the Companies (Auditor's Report)Order, 2020 ("the Order”), issued by the CentralGovernment of India in terms of sub-section (11) ofsection 143 of the Act, we give in the "Annexure - 1"a statement on the matters specified in paragraphs 3and 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 theinformation and explanations which to the bestof our knowledge and belief were necessary forthe purposes 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¬clause 2(i)(vi) below on reporting under Rule11(g) read along with Note 45 to the standalonefinancial statements;
(c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive 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 31,2025 taken on record by the Board of Directors,none of the directors is disqualified as on March31, 2025 from being appointed as a director interms of Section 164 (2) of the Act;
(f) The observation 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 paragraph (i)(vi) below on reporting underRule 11(g);
(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) In our opinion, the managerial remunerationfor the year ended March 31, 2025 has beenpaid/provided by the Company to its directorsin accordance with the provisions of section 197read with Schedule V to the Act;
(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 33 to the standalone financialstatements;
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses;
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company;
iv. a) The management has represented
that, to the best of its knowledge andbelief, as disclosed in the note 44 tothe standalone financial statements,no funds have been advanced orloaned or invested (either fromborrowed funds or share premiumor any other sources or kind offunds) by the Company to or in anyother person or entity, includingforeign entities ("Intermediaries”),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, whether,
directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the Company ("UltimateBeneficiaries”) or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
b) The management has represented
that, to the best of its knowledge andbelief, as disclosed in the note 44 tothe standalone financial statements,no funds have been received by theCompany from any person or entity,including foreign entities ("FundingParties”), with the understanding,whether recorded in writing or
otherwise, that the Company shall,whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries”) or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries;and
c) Based on such audit procedures
performed that have been consideredreasonable and appropriate in thecircumstances, nothing has come
to our notice that has caused usto believe that the representationsunder sub-clause (a) and (b) containany material misstatement.
v. The final dividend paid by the Company
during the year in respect of the samedeclared for the previous year is in
accordance with section 123 of the Actto the extent it applies to payment ofdividend.
The interim dividend declared and paidby the Company during the year is inaccordance with section 123 of the Act.
As stated in note 47(a) to the standalonefinancial statements, the Board ofDirectors of the Company have proposedfinal dividend for the year which is subjectto the approval of the members at theensuing Annual General Meeting. Thedividend declared is in accordance withsection 123 of the Act to the extent itapplies to declaration of dividend.
vi. Based on our examination which includedtest checks, the Company has usedaccounting software for maintaining itsbooks of account which has a feature ofrecording audit trail (edit log) facility and
the same has operated throughout the yearfor all relevant transactions recorded in thesoftware except that as described in note45 to the standalone financial statements,audit trail feature was enabled for directchanges to data when using certain accessrights, effective November 18, 2024, andthereafter. Further, during the course of ouraudit we did not come across any instance
of audit trail feature being tampered within respect of the accounting softwarewhere audit trail has been enabled.Additionally, the audit trail of prior yearhas been preserved by the Company asper the statutory requirements for recordretention, to the extent it was enabledand recorded.
For S R B C & CO LLP
Chartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Shreyans Ravrani
Partner
Membership Number: 62906UDIN: 25062906BMGYLA3193
Place of Signature: AhmedabadDate: May 21, 2025