We have jointly audited the accompanying standalone financial statements of Pilani Investment andIndustries Corporation 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 ofChanges in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalonefinancial statements, including a summary of material accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid 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 Indian AccountingStandards prescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules,2015 as amended, ("Ind AS") and other accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensiveincome, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards onAuditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standardsare further described in the Auditor's Responsibility for the Audit of the Standalone Financial Statementssection 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 ethical requirements thatare relevant to our audit of the standalone financial statements under the provisions of the Act and theRules made there under, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance inour audit of the standalone financial statements of the current period. These matters were addressed inthe context of our audit of the standalone financial statements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion on these matters. We have determined the mattersdescribed below to be the key audit matters to be communicated in our report.
Key Audit Matter
Auditor's Response
Valuation of Investments
Our audit procedures included the following:
The Company has investments amounting to
Design and Controls:
Rs. 16,48,073 lakhs as on March 31, 2025, whichis a significant percentage of the total assetsof the Company as on that date. These includeinvestments in listed and unlisted equity andpreference shares, including equity investmentin subsidiaries and associate. We have identifiedvaluation of investments as a Key Audit Matterdue to the proportion and significance of thecarrying value of investments to total assets. Asper provisions of Indian Accounting Standards, theCompany's Investments excluding investmentsin Subsidiaries and Associates are measured at
a.
Understanding of the valuation process,evaluating the design and testing theimplementation and operating effectivenessof the controls established by the Company inthe process of determination of fair value of theinvestments, including the independent priceverification and valuation governance controls.We found these key controls were designed,implemented and operated effectively and thusdetermined that we could place reliance onthese key controls for the purposes of our audit.
fair value at each reporting date and this has
b.
Understanding of the process and testing
significant impact on the Company's financial
management's controls over involvement of
results.
experts and review of reports provided by
The valuation is arrived at using a fair value
experts, where applicable.
hierarchy in Ind AS 113 as follows :
Substantive tests:
• Level 1: Valuation based on quoted prices
a)
We assessed the methodology and
(unadjusted) in active markets.
appropriateness of the valuation methods
• Level 2: Valuation based on other thanquoted prices included within level 1 that areobservable either directly or indirectly.
and inputs such as market price etc. used bymanagement to value investments. As partof these audit procedures, we assessed theaccuracy of key inputs used in the valuation
• Level 3: Valuation based on unobservable
including observable and non-observable
inputs for the asset.
inputs.
The valuation of investments is inherently
b)
Obtaining and reading latest available audited
subjective for level 2 and level 3 investments
financial statements of investee companies
since these are valued using inputs other than
and noting key financial attributes/potential
quoted prices in an active market. Further,
indicators of impairment.
such investments are assessed for indicators ofimpairment as per requirements of Ind AS 36,which involves judgement for investments inunlisted securities.
c)
Assessing the completeness and accuracy ofthe relevant disclosures made in the standalonefinancial statements.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other informationcomprises the information included in the Annual Report, for example Boards' Report including variousannexures to Boards' Report, but does not include the standalone financial statements, consolidatedfinancial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements, or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance including other comprehensive income, changes in equity andcash flows of the Company in accordance with the accounting principles generally accepted in India,including Ind AS. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementationand 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 ofthe 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, the Board of Directors is responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is 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 statementsas a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism 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 auditevidence 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 fraudmay involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal financial controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the Company has adequate internal financialcontrols with reference to standalone financial statements in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the management.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to draw attentionin our auditor's report to the related disclosures in the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However, future events or conditions may cause theCompany 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 underlyingtransactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal financial controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships andother 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 thatwere of most significance in the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
The Standalone Financial Statements of the Company for the year ended March 31, 2024 were audited byprevious statutory auditors, who, vide their report dated May 28, 2024, expressed an unmodified opinionon those Standalone Financial Statements.
Our opinion on the Standalone Financial Statements is not modified in respect of the above matter.Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of ourknowledge 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 sofar as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, theStatement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are inagreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act;
e. On the basis of the written representations received from the directors as on March 31, 2025taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025 from being appointed as a director in terms of Section 164(2) of the Act;
f. With respect to the adequacy of the internal financial controls with reference to standalonefinancial statements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacyand operating effectiveness on the Company's internal financial controls with reference tostandalone financial statements.
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the bestof our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in itsstandalone financial statements - refer Note 32 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.
iv. a) The Management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any otherperson or entities, including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented that, to the best of its knowledge and belief, no fundshave 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 personsor 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 theUltimate Beneficiaries; and
c) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that has caused us tobelieve that the representations under sub clause (i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain any material mis- statement.
v. The dividend declared or paid during the year by the Company is in compliance with Section123 of the Act, as applicable.
vi. Based on our examination which included test checks, the company has used an accountingsoftware for maintaining its books of account for the financial year ended March 31, 2025which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software. Further, duringthe course of our audit, we did not come across any instance of the audit trail feature beingtampered with and the audit trail has been preserved by the Company as per the statutoryrequirements for record retention.
2. As required by the Companies (Auditor's Report) Order, 2020 (the "Order"), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B"a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
3. With respect to the other matters to be included in the Auditor's Report in accordance with therequirements of Section 197(16) of the Act, as amended, in our opinion and to the best of ourinformation and according to the explanations given to us, the remuneration paid by the Companyto its directors during the year is in accordance with the provisions of Section 197 of the Act.
For Maheshwari & Associates For Agrawal Subodh & Co.
Chartered Accountants Chartered Accountants
FRN:311008E FRN :319260E
CA. Bijay Murmuria CA. Ruru Banerjee
Partner Partner
Membership No. : 055788 Membership No. : 053597
UDIN : 25055788BMLAYX2962 UDIN :25053597BMTCTV4005
Place : Kolkata Place : Kolkata
Date : May 26, 2025 Date : May 26, 2025