We have audited the accompanying standalone financial statements of The Bombay Dyeing and Manufacturing Company Limited ("the Company"),which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statementof Changes in Equity, the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summaryof the material 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 financial statementsgive the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view inconformity with the Indian 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 Company as atMarch 31, 2026, its profit and total comprehensive income, the 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 on Auditing specified under Section 143(10) ofthe Act ("SAs"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements" section of our report. We are independent of the Company in accordance with the "Code of Ethics" issued by the Instituteof Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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 a whole,for the year ended March 31, 2026, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key audit matters to be communicated in our report:
Key Audit Matters How was the matter addressed in our audit
Uncertain tax positions-Direct and Indirect Taxes
The Company has uncertain tax matters pending litigations underdirect tax and various indirect tax laws. The litigation involvessignificant judgement to determine the possible outcome basedon which accounting treatment is given to the disputed amount.
These matters are considered to be key audit matter given themagnitude of potential outflow of economic resources anduncertainty of potential outcome.
[Refer Notes 42 and 57 to the standalone financial statements]
Our audit procedures included the following:
• Obtained details of uncertain tax position and gained understandingthereof;
• Obtained details of completed tax assessments and also demandsraised;
• Read and analysed relevant communication with the authorities;
• Considered the legal advice obtained by the management onpossible outcome of the litigation;
• Discussed with senior management and evaluated management'sassumptions regarding provisions made, contingent liabilitiesdisclosed or treatment otherwise given;
• Assessed the disclosures in accordance with the requirements ofInd AS 37 on "Provisions, Contingent Liabilities and ContingentAssets".
How was the matter addressed in our audit
Inventory Valuation
The Company's inventories of Real Estate, Polyester and Retail /Textile comprise of raw materials, work-in-progress, finished goods,stores, spares and catalysts, completed real estate units, real estatedevelopment work-in-progress and floor space index ("FSI").
• Understood and reviewed the management's process andmethodology of using key assumptions for determination of NRV ofinventories;
The inventories are valued at the lower of cost and net realisablevalue ("NRV"). NRV is the estimated selling price in the ordinarycourse of business less the estimated costs of completion and theestimated costs necessary to make the sale. The determination ofNRV involves estimates based on prevailing market conditions andtaking into account the stage of completion of the inventory, theestimated future selling price, cost to complete projects and sellingcosts.
Considering the significance of the amount of carrying value ofinventories and since in assessment of NRV involve of significantjudgements and assumptions, particularly for inventories of RealEstate, the same is considered a key audit matter.
[Refer Note 2(j) to Material Accounting Policy Information and Note11 to standalone financial statements].
• Considered the valuation report of specialists, if used by themanagement to determine NRV;
• Evaluated the design and operation of internal controls and itsoperating effectiveness controls over the preparation and updateof NRV workings, including the Company's review of key estimates,such as estimated future selling prices and costs of completion forproperty development projects, if any, on a test basis;
• Compared NRV with recent sales or estimated selling price, costto complete projects, if any, and selling costs and evaluated theCompany's judgement with regards to application of write-down ofinventories, where required;
• Assessed the adequacy and appropriateness of the disclosures madeby the management with respect to Inventories in compliance withthe requirements of applicable Ind AS 2 and Schedule III to theCompanies Act, 2013.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board'sReport including Annexures to Board's Report, Management Discussion and Analysis, Corporate Governance and Shareholder’s Information, butdoes 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 conclusionthereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, considerwhether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course ofour 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 reportthat fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation ofthese standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensiveincome), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including theInd AS specified under Section 133 of the Act, read with 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 Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant tothe preparation and presentation of the 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 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 unless the management eitherintends to liquidate 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 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 high level ofassurance, 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 toinfluence 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 judgement 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, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internalfinancial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made bymanagement.
• Conclude on the appropriateness of 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 Company's ability to continueas a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the relateddisclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether thestandalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable thatthe economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate theeffect 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 and significantaudit 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 whereapplicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit ofthe standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter shouldnot be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. 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 forthe purpose 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 our examination ofthose books;
c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, theStatement of Cash Flows and notes to the standalone financial statements dealt with by this Report are in agreement with the booksof account;
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read withthe Companies (Indian Accounting Standards) Rules, 2015, as amended;
e. On the basis of written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors,none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act;
f. With respect to the internal financial controls with reference to financial statements of the Company and the operating effectiveness ofsuch controls, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financial controls over financial reporting;
g. With respect to the matters to be included in the Auditor's Report in accordance with requirement of Section 197(16) of the Act,
as amended.
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid during the
current year by the Company to its directors is in accordance with the provisions of Section 197 read with Schedule V of the Act - Refer
Note 46 to the standalone financial statements.
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, as amended in our opinion and to the best of 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 its standalone financial statements -Refer Notes 42 and 43 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeablelosses as required under the applicable law or accounting standards;
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by theCompany during the year ended March 31, 2026.
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 share premium or any other sources or kind of funds) by the Company to or in anyother person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries [Refer Note 40 (i) to the standalone financial statements];
(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by theCompany from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whetherrecorded 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 provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries [Refer Note 40 (j) to the standalone financialstatements];
(c) Based on such 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 in (a) and (b) above, contain any material misstatement.
v. The dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123of the Act, as applicable.
The Board of Directors of the Company have proposed final dividend for the year which is subject to approval of the membersat the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, asapplicable.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books ofaccount for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the samehas operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit wedid not come across any instances of the audit trail feature being tampered with. Additionally, the audit trail has been preservedby 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 of India in terms of Section143(11) of the Act, we enclose in the "Annexure B", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.
For BANSI S. MEHTA & CO.
Chartered AccountantsFirm Registration No.100991W
RAJALAKSHMI K.
Partner
PLACE: Mumbai Membership No. 219412
DATE: May 8, 2026 UDIN: 26219412RKTEPC1656