1. We have audited the accompanying Standalone Financial
Statements of PC Jeweller Limited (hereinafter referred to as
the "Company"), which comprise the Balance Sheet as at 31st
March 2025, the Statement of Profit and Loss (including other
comprehensive income), the Statement of changes in equity
and Cash Flow Statement for the year then ended and Notes
to the standalone financial statements including a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as 'the standalone
financial statements').

2. Qualified Opinion

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements gives a true and fair view in
conformity with the applicable Indian Accounting Standards
('Ind AS') prescribed under Section 133 of the Companies Act,
2013 ('the Act'), read with relevant rules issued there under,
and other accounting principles generally accepted in India,
of the standalone net profit and total comprehensive income,
change in equity and its cash flow for the year ended on that
date and other financial information of the company for the
year ended 31st March, 2025 except for the possible effects of
the matter described in para 4 below.

3. We conducted our audit in accordance with the Standards
on Auditing ("SAs") specified under Section 143(10) of the
Companies Act, 2013 ("the Act"). Our responsibilities under
those Standards are further described in 'paragraph 12
Auditor's Responsibilities' for the audit of the standalone
financial statements section of our report. We are independent
of the Company in accordance with the Code of ethics issued
by the Institute of Chartered Accountants of India ("the ICAI")
together with the ethical requirements that are, relevant to
our audit of the Standalone Financial statements for the
year ended March 31st, 2025 under the provisions of the
Companies Act 2013 and the Rules there under, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion.

4. Basis for Qualified Opinion

(i) As explained in Note No. 50 to the accompanying
standalone financial statements, the company during
the financial year ended 31st March 2019 had provided
discounts of ' 513.65 Crore to its export customers which
had been adjusted against the revenues for the said year.
The company had initiated the process to comply with
the requirements of the Master Directions on Exports of
Goods and Services issued by the Reserve Bank of India.
Subsequently the company has obtained the approvals

from the authorized dealer banks for reduction in
receivables corresponding to discounts amounting to '
330.49 Crore.

For the remaining discounts of ' 183.16 Crore, in the
absence of requisite approvals and material evidence
related to such transactions, we are unable to ascertain
any consequential effect of the above, if any, on the
accompanying Statement.

Auditor's opinion for the year ended 31st March 2019,
31st March 2020, 31st March 2021, 31st March 2022,
31st March 2023, 31st March 2024, were also modified in
respect of this matter.

(ii) As explained in Note No. 51 of the accompanying
standalone financial statements, with respect to provision
for the expected credit loss / impairment relating to
overdue overseas Trade Receivables of the company as
required under Ind-As 109, Trade receivables as at 31st
March 2025, inter alia, include outstanding from export
customers net amounting '1512.03 crore. The export
receivables have been outstanding for more than 9
months and have been restated as per the RBI exchange
rate as on 31st March 2025. The Company has filed
necessary applications with the requisite authority as per
the regulations of the Foreign Exchange Management
Act, 1999 for condonation of delays in repatriation of
funds by its customers. However, as a mark of prudent
accounting practices the company has computed and
applied cumulative ECL on the outstanding export
receivables of '265.10 crore as on 31st March 2025.

Due to no realization as per scheduled expected
dates from the export receivables and considering the
initiation of legal route for recovery, we are unable to
examine adequacy of the provision of expected credit
loss and its consequential impact and adjustments on
the accompanying statement.

Auditor's opinion for the year ended 31st March 2023,
31st March 2024 was also modified in respect of this
matter.

(iii) A portion of the Company's inventory is under the
custody of secured lenders pursuant to orders of the
Hon'ble DRT / DRAT and is not physically accessible for
verification by the management or by us as auditors
as at the Balance Sheet date. Accordingly, the physical
verification/ inspection of the inventory at these locations
could not be conducted neither by the management
nor by the auditors as on the Balance Sheet date. Hence
the inventory valuation is based on determination of
estimated net realizable value or cost whichever is lower
in accordance with the Indian Accounting Standards. The
release of this inventory is contingent upon compliance
with the terms of the Settlement Agreement executed
with the secured lender(s) (which is expected to be

released in upcoming quarters). Regarding Valuation of
such stock, based on recent assessments and prevailing
market conditions, there has been a positive movement
in its estimated net realizable value. We have relied
upon the valuation of the Inventory as certified and
determined by the management which is in accordance
with the Indian Accounting Standards.

In view of the above, we are unable to examine and express
an opinion on inventory value and its consequential
impact and adjustments on the accompanying financial
statements.

Auditor's opinion for the year ended 31st March 2023,
31st March 2024 was also modified in respect of this
matter.

5. Emphasis of Matter

We draw attention to:

(i) As per Note No. 51 of the accompanying standalone
financial statements, there is delay in receipt of proceeds
denominated in foreign currency against export of
goods made by the company to its overseas customers
net amounting ' 1512.03 Crore as on 31st March 2025
beyond the timelines stipulated under the Foreign
Exchange Management Act, 1999. The management of
the company has filed the necessary applications with
the appropriate authority for condonation of such delays
to regularize the default. Pending condonation of such
delay by the appropriate authority, management is of
the view that the possible penalties that may be levied
are currently unascertainable and would not be material;
accordingly, no consequential adjustments have been
made to the accompanying statement with respect to
such delay/default. In adherence to prudent accounting
practices and as a precautionary measure, the Company
has recognized a cumulative Expected Credit Loss (ECL)
on outstanding receivables amounting to '265.10 crores
as at 31st March 2025.

(ii) As per Note No. 8 of the accompanying standalone
financial statements, due to significant increase in the
operation efficiency of the company post one time
settlement (OTS) management is confident that there
is no such uncertainty w.r.t future taxable profits which
existed before as a result company has recognised
Deferred Tax Asset during the year ended 31st March
2025.

(iii) As per Note No. 30 of the accompanying financial
statements, during the financial year ending 31st March
2025, the Company entered into a Joint Settlement
Agreement dated 30th September 2024 with its
Consortium Lenders. The Company did not recognize
any finance costs for the nine months period ending 31st
December 2024, as the settlement and related obligations
were settled through the One Time Settlement
(OTS) approvals and the final agreement executed in

September 2024. Accordingly, the Company made a
payment of the Cash Consideration to the Consortium
Lenders that it had to pay as per the timelines mentioned
in the settlement agreement. In addition to this cash
consideration, an interest component totalling '42.04
crore, as stipulated in the terms of the Agreement, was
recognized and recorded as a finance cost for the year
ending 31st March 2025.

We draw attention to Note No. 19 (iii) of the
accompanying financial statements, wherein it is stated
that the outstanding financial liability as per books of
accounts is recognized net of payments made as per
the terms of Joint Settlement Agreement and continues
to be recognized pending final discharge in accordance
with the applicable accounting standards.

a. As per Note No. 15 of the accompanying financial
statements, for the year ended 31st March 2025, the
Board of Directors of the Company vide a resolution
passed by circulation on 17th March 2025, made
preferential allotment of 51,71,14,620 fully paid-up
equity shares having face value of ' 1/- each at an
issue price of ' 29.20 /- per share to the Consortium
Lenders comprising of 14 Banks, against part of
their outstanding debts amounting to ' 1509.97
crores pursuant to the terms of the Joint Settlement
Agreement dated 30th September 2024 entered
into amongst the Company and Consortium
Lenders.

(iv) As per Note No. 15 during the financial year ended 31st
March 2025, the Company's preferential issue of Fully
Convertible Warrants ("Warrants") to Promoter Group and
Non-Promoter, Public category entities were successfully
completed.The issue was almost fully subscribed (99.89%)

i.e. 48,08,02,500 Warrants amounting to an issue size of '
2,702.11 crore. After receipt of stipulated amount i.e. 25%
of the Issue Price per Warrant as subscription amount
in accordance with the provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
the Company allotted 11,50,00,000 Warrants on 30th
September 2024 and 36,58,02,500 Warrants on 11th
October 2024.

(v) As per Note No. 15 during the financial year ended 31st
March 2025, the Board of Directors of the Company by
means of resolutions passed by circulation on i) 15th
October 2024 allotted 4,35,972 equity shares (face value
' 10/- each); ii) 30th October 2024 allotted 3,38,85,000
equity shares (face value ' 10/- each); iii) 12th November
2024 allotted 3,63,75,000 equity shares (face value ' 10/-
each); iv) 29th November 2024 allotted 39,87,900 equity
shares (face value ' 10/- each); and v) 19th December
2024 allotted 43,72,91,800 equity shares (face value '
1/- each), upon conversion of Warrants after receipt of
balance 75% of the Issue Price per Warrant.

(vi) We draw attention to Note No.23 and Note No. 25 of the
financial statements, which describe that the Company's
unpaid income tax liability of '81.26 crores as of 31 March
2024 has been adjusted against income tax refunds
relating to Assessment Years 2015-16, 2016-17, and 2017¬
18. Additionally, interest income of '51.39 crores on such
refunds has been recognized in the Statement of Profit
and Loss for the year ended 31st March 2025.

Our opinion is not modified in respect of all these matters.

6. Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

In addition to the matters described in the Basis for Qualified
Opinion as mentioned in para 4 section, we have determined
that there are no other key audit matters to be communicated
in our report.

7. information other than the Standalone Financial
Statements and auditor's Report thereon

The Company's Board of Directors is responsible for the
preparation of other information. The other information
comprises the information included in the management
discussion and analysis, Boards Report, but does not include
the standalone financial statements and our auditor's report
thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained during the course of audit, or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.

8. responsibilities of management and those charged with
Governance for Standalone Financial Statements

The Company's Board of Director is responsible for the
matters stated in section 134(5) of the Companies Act
2013 ("the Act") with respect to the preparation of these
standalone financial statements that give a true and fair view
of the financial position, financial performance and cash flows
of the Company in accordance with the accounting principles

generally accepted in India, including the Indian accounting
standard specified under section 133 of the Act.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give
a true and fair view and is free from material misstatement,
whether due to fraud or error. In preparing the Standalone
Financial Statements, the Board of Directors is responsible
for assessing the Company's ability, to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so. The Board of Directors are also responsible for
overseeing the financial reporting process of the Company.

9. auditor's responsibilities for the audit of the Standalone
Financial Statements

a) Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements for the
year ended March 31st, 2025 as a whole is free from
material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with SAs will always detect 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 on the
basis of this Standalone Financial Statements.

b) As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
scepticism throughout the audit we also: -

1. Identify and assess the risks of material
misstatement of the Annual Standalone Financial
Statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence 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 fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

2. Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances, under section
143(3) (i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether
the company has adequate financial controls with
reference to Standalone Financial Statements
in place and the operating effectiveness of such
controls.

3. Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates made by management.

4. Conclude on the appropriateness of the
management's use of the going concern basis
of accounting and, 'based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the ability of the Company to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor report to the related
disclosures in the Statement or, if such disclosures are
inadequate, 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.

5. Evaluate the overall presentation, structure and
content of the Annual Standalone Financial
Statements, including the disclosures, and whether
the Annual Standalone Financial Statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence
regarding the Annual Standalone Financial
Statements of the Company to express an opinion
on the Annual Standalone Financial Statements.

c) Materiality is the magnitude of misstatements in

the Annual Standalone Financial Statements that,

individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user
of the Annual Standalone Financial Statements may be
influenced. We consider quantitative materiality and
qualitative factors in:

1. Planning the scope of our audit work and in
evaluating the Statements of our work; and

2. To evaluate the effect of any identified misstatements
in the Annual Standalone Financial Statements.

d) We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the Audit 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 requirements regarding independence, and to
communicate with them all relationships and other
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 that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

10. Report on Other Legal and Regulatory Requirements

1. As required by section 197(16) of the Act, based on our
audit and to the best of our information and according to
the explanations given to us, we report that the Company
has paid remuneration to its directors during the year in
accordance with the provisions of and limit prescribed
under Schedule V of the Act.

2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, we give in the "Annexure A", a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

3. 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 were necessary for the purpose of our
audit of the accompanying standalone financial
statements, and proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books the aforesaid standalone financial statements
comply with Ind AS specified under section 133 of
the Act except for the matter described in the Basis
for Qualified Opinion section in para 4.

b. The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in equity and the Standalone Cash Flow
Statement dealt with by this report are in agreement
with the books of accounts;

c. On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified

as on 31st March 2025 from being appointed as a
director in terms of section 164(2) of the Act;

d. The qualifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Qualified Opinion
section.

e. With respect to the adequacy of the internal
financial controls over financial reporting of the
company and the operating effectiveness of such
controls, refer to our Report in "Annexure B"

f. The management has represented that, to the best
of its knowledge and belief, MSME creditors will
be paid within regulatory time limits and that any
necessary adjustments will be made accurately. In
case of late payments, management must apply
interest charges as required by regulations or
agreements, ensuring fair compensation for delays.
Management is also responsible for monitoring
payment schedules and addressing any issues
promptly.

g. 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
(as amended), in our opinion and to the best of
our information and according to the explanations
given to us:

i. The company, as detailed in Note 44 of the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31st March 2025;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31st March 2025.

iii. There has been no delay in transferring
amounts, required to be transferred to the
Investor Education and Protection Fund by
the company during the year ended as at 31st
March 2025.

4. 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 share premium or any other
sources or kind of funds) by the company to or
in any other person or entity, including foreign
entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall whether:

a. directly or indirectly lend or invest in other
persons or entities identified in any manner

whatsoever by or on behalf of the company
("Ultimate Beneficiaries") or

b. 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 funds have
been received by the company from any persons
or entities, including foreign entities ("Funding
Parties"), with the understanding, whether recorded
in writing or otherwise, that the company shall
whether:

a. directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or

b. provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and

c. Based on the audit procedures that have been
considered reasonable and appropriate in the
circumstances, 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), as provided
under (a) and (b) above, contain any material mis¬
statement.

5. No dividend has been declared or paid during the year by
the company.

6. The reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 is applicable from 1st April
2023.

Based on our examination which included test checks,
the Company has used accounting software systems for
maintaining its books of account for the financial year
ended 31st March 2025, which have a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded
in the software. Further, during the course of audit, we
did not come across any instance of the audit trail
feature being tampered with and the audit trail has been
preserved by the company as per statutory requirements
for record retention.

For A H P N and Associates

Chartered Accountants
FRN: 009452N

Sd/-

FCA Navdeep Gupta

Partner

M.No. : 091938

Place : New Delhi
Dated : 25-05-2025

UDIN : 25091938BMJGFJ8469