We have audited the accompanying financial statements of M/s. ROYAL CUSHION VINYL PRODUCTS LIMITED ('theCompany'), which comprise the balance sheet as at 31 March, 2025, the statement of profit and loss including othercomprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes tothe financial statements a summary of significant accounting policies and other explanatory information hereinafter referredto as "the financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India, including Indian AccountingStandards("Ind AS") specified u/s 133 of the Act, of the state of affairs of the Company as at 31 March, 2025 and itsprofit(financial performance including other comprehensive income, changes in equity) and its cash flows and the changesin equity for the year ended on that date.
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10)of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our auditof the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethicalresponsibilities 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 financial statements.
We draw your attention to Note 46 of the financial statements, which indicates that the Company's net worth has got erodedas of March 31, 2025 and the Company's current liabilities exceeded its current assets. Our report is not modified in respectof this matter. These events and conditions indicated a significant doubt on the Company's ability to continue as a goingconcern on the balance sheet date. The Management has plans to meet the financial obligations in the foreseeable futureout of the cash flows from operations by way of execution of pipeline of orders in hand, future business plans funded andnon - fund-based facilities, realization of trade receivables and financial assets, infusion/arrangement of funds by thePromotors. The Management believes that the Company will continue as a going concern and there by realize its assets anddischarges its liabilities in the normal course of its business. Having regards to the above, the standalone financial statementsfor the year ended March 31, 2025 have been prepared on the basis that the Company will continue as a going concern.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financialstatements of the current period. These matters were addressed in the context of our audit of the financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determinedthe matters described below to be the key audit matters to be communicated in our report.
Key Audit Report
How was the matter addressed in our audit
Revenue Recognition
Our audit procedures, among other things, included thefollowing:
Revenue is recognized upon transfer of control ofpromised goods to customers in an amount that reflectsthe consideration which the Company expects to receivein exchange for those goods. Revenue is measured basedon transaction price, which is the consideration, adjusted
• Considered the appropriateness of the Company'saccounting policies regarding revenue recognition
for rebates, discounts and incentives as also estimated
•
Testing controls, automated and manual, around
sales returns.
dispatches/deliveries/shipments inventoryreconciliations and process of confirmation of
Revenue is one of the key profit drivers and therefore,
receivable balances, testing for cut-offs and
accounting of revenue is considered as a key audit matter.
analytical review procedures.
[Refer Note 2(a) to the financial statements]
Assessed the disclosures in accordance with therequirements of Ind AS 115 on "Revenue fromContracts with Customers".
Valuation of inventories
Our audit procedures, among other things, included the
The Company has complex product manufacturing
following.
process and thus, the overhead absorption over eachprocess is quite complex and more particularly, to have
Evaluated the appropriateness of the basis applied
the basis of absorption. The Company has worked out the
to arrive at the overhead absorption rate;
overhead absorption cost rate based on the consumption
Examined the workings of the absorption of over
of electricity and other utility resources of each process
heads to arrive at the cost of inventories.
and apply the same for all other overheads.
Our audit methodology involves process adopted to
Due to significance of arriving at the overhead absorption
ascertain and evaluate the methods used are
rate for the valuation of inventories, it is considered to be
reasonable and absorbs overheads in an
a key audit matter.
appropriate & logical manner.
Assessed the disclosures in accordance with the
[Refer Note 2(d) to the financial statements]
requirements of Ind AS 2 on "Inventories".
Government Grant
As described in Note 48 of the financial statements, the
Company has recognized an amount of ^736.51 Lakhsunder "Other Income” during the quarter ending March
Obtaining and evaluating the relevant
31, 2025, relating to government incentives under the
correspondence and representations that indicate
"Special Incentive to Pioneer Unit 1990-95" scheme. This
progress toward receipt of the incentive.
recognition follows renewed correspondence, meetings,and deliberations with Government of Gujarat officials,
Assessing the Company's accounting policy and itscompliance with the applicable financial reportingframework for government grants/incentives.
indicating a reasonable certainty of receipt of the pending
Evaluating management's assessment of
claims.
"reasonable certainty" and the basis for recognition.
The Company had earlier recognized ^1,210.39 Lakhs inprevious years, of which ^909.08 Lakhs was received. Dueto delays and non-receipt of the remaining amount, theCompany had ceased recognition of further income inearlier periods. However, based on recent developmentsand supporting documentation indicating progress inrecovery, the Company has recognized ^736.51 Lakhs inFY 2024-2025.
Reviewing historical patterns of incentive receiptsand related documentation.
We considered this a key audit matter due to:
• The significant management judgment involved
in assessing the certainty of receipt;
• The historical delays in receipt of incentive
amounts;
• The materiality of the amount recognized; and
• The risk of overstatement of income if the
recognition criteria under the applicablefinancial reporting framework are notappropriately met.
The Company's Board of Directors is responsible for the preparation of the other information. The other informationcomprises the information included in the Management Discussion and Analysis, Board's Report including annexure toBoard's Report and Shareholder's Information, but does not include the financial statements and our auditor's reportthereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
Once we receive and read the Director's report, if we conclude that there is a material misstatement therein, we are requiredto communicate the matter to those charged with governance under SA 720 'The Auditor's responsibilities Relating to OtherInformation'.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("theAct") with respect to preparation and presentation of these Financial Statements of these financial statements that give atrue and fair view of the financial position, financial performance including other comprehensive income, cash flowsstatement of changes in equity of the Company in accordance with the accounting principles generally accepted in India,including the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Act, read with Rule 7 of the
Companies Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication 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 theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error which havebeen used for the purpose of preparation of the Financial Statements by the Directors of the Company, as aforesaid.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a goingconcern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessmanagement 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.
Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance aboutwhether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance.
Our objectives are to obtain reasonable assurance about whether the 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. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SA's will alwaysdetect 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 onthe basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticismthroughout the audit. We also:
Identify and assess the risks of material misstatement of the 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 toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
Obtain an understanding of internal financial controls relevant to the 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 expressing our opinion onwhether the Company has adequate internal financial controls system in place and the operating effectiveness of suchcontrols.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt onthe Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required todraw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. However, future events or conditions may cause the Company to cease to continue as agoing concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whetherthe financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating theresults of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, related safeguards.
As required by the Companies (Auditor's Report) Order, 2020, issued by the Central Government of India in term of sub¬section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" a statement on the matters specified inthe paragraphs 3 and 4 of the Order, to the extent applicable.
(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 from ourexamination of those books;
(c) The balance sheet, the statement of profit and loss and the statement of cash flow dealt with by this Report are inagreement with the books of account;
(d) In our opinion the aforesaid financial statements comply with the Indian Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31 March, 2025 taken on record by theBoard of Directors, none of the directors are disqualified as on 31 March, 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 over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
(g) With respect to other matter to be included in the Auditor's Report in accordance with the requirement of section 197(16)of the Act, as amended in our opinion and according to the information and explanations given to us, the remuneration paidby the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.
(h) 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, in our opinion and to the best of our information and according to the explanations givento us:
i. The Company has disclosed the impact of pending litigation on its financial position in financial statements—Refer Note 39to the financial statements.
ii. The Company did not have any long-term contract including derivative contract for which there are any materialforeseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by theCompany.
iv. (a) The Management has represented that, to the best of it's knowledge and belief, no funds have been advanced or loanedor invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or inany other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries.
(b) 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 person or entity, including foreign entity("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 theFunding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing hascome to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), asprovided under (a) and (b) above, contain any material misstatement.
(v) The Board of Directors of the Company have not proposed any dividend for the year and therefore provisions of rule11(f) are not applicable.
(vi) Based on our examination, which included test checks, the Company has used accounting software systems formaintaining its books of account for the financial year ended March 31, 2025 which have the feature of recording audit trail(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwaresystems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tamperedwith and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2 As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms ofSection 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For MANEK & ASSOCIATESChartered AccountantsFirm's registration number: 0126679W
Mumbai Partner
Dated: 4th June, 2025 Membership number.172676