We have audited the standalone financial statements ofBajaj Electricals Limited ("the Company"), which comprise theBalance sheet as at March 31, 2025, the Statement of Profit andLoss, including the Statement of Other Comprehensive Income,the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended, and notes to the standalone financialstatements, including a summary of material accounting policiesand other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act,2013, as amended ("the Act") in the manner so required and givea true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Companyas at March 31, 2025, its profit including other comprehensiveincome, its cash flows and the changes in equity for the yearended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (SAs), as specifiedunder section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the 'Auditor's Responsibilitiesfor the Audit of the standalone Financial Statements' section of ourreport. We are independent of the Company in accordance with the
'Code of Ethics' issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions ofthe Act and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis forour audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements for the financial year ended March 31, 2025.These matters were addressed in the context of our audit of thestandalone financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters. For each matter below, our description of how ouraudit addressed the matter is provided in that context.
We have determined the matters described below to be the keyaudit matters to be communicated in our report. We have fulfilledthe responsibilities described in the 'Auditor's responsibilitiesfor the audit of the standalone financial statements' section ofour report, including in relation to these matters. Accordingly,our audit included the performance of procedures designed torespond to our assessment of the risks of material misstatementof the standalone financial statements. The results of our auditprocedures, including the procedures performed to address thematters below, provide the basis for our audit opinion on theaccompanying standalone financial statements.
Key audit matters
How our audit addressed the key audit matters
A. Timing of revenue recognition (Refer Notes 1B(3)(1) and 24 of the standalone financial statements)
Revenue from contracts with customers is recognised upon transfer
Audit procedures included the following:
of control of promised goods and is measured at the transactionprice of the consideration received or receivable, net of returns,schemes and rebates, based on contractually defined terms.
•
Assessed the Company's revenue recognition policy and itscompliance in terms of Ind AS 115 'Revenue from contractswith customers';
The timing of transfer of control in case of sales to distributors isbasis the terms of arrangements such as delivery specifications,incoterms, ability of customers to return unsold goods which results
Assessed the design and tested the operating effectiveness ofinternal financial controls related to timing of revenue recognition;
in risk regarding recognition of revenue in the appropriate period.
On a sample basis, we tested the underlying documents and
Considering the above factors and the risk around recognition
terms of arrangement to assess the appropriateness of timing of
of revenue in the correct period, it was determined to be a key
revenue recognition in accordance with Ind AS 115; and other;
audit matter in our audit of the standalone financial statements.
Performed analytical procedures on sales and sales return trendincluding subsequent sales returns;
Tested manual journal entries posted to revenue toidentify unusual items;
B. Allowances for inventories (Refer note 1B(13) and 11 for disclosure of the accompanying standalone financial statements)
As at March 31, 2025, the carrying amount of inventories
amounted to H 71,735.59 lakhs, after considering allowance foraged and obsolete inventories of H 3,512.35 lakhs.
Read the Company's accounting policy for provisioning foraged and obsolete inventories
Management applies judgement in determining the provisionfor such aged and obsolete inventories based upon its detailedanalysis of old inventories using the ageing report of suchinventories, net realizable value, its physical condition, futureuse and sales projections for the said inventories.
Obtained an understanding, evaluated the design and testedthe operating effectiveness of internal financial controls thatthe Company has in relation to the identification of aged andobsolete inventories and assessing the amount of allowance forsuch inventories;
The determination of saleability of such aged and obsoleteinventories requires management to rely on certain assumptionsand significant judgement.
Accordingly, the assessment of the provision for aged andobsolete inventories has been considered as a key audit matter.
We performed audit procedures such as testing the inventoryageing report, testing the reasonableness of sales projectionsconsidered for future liquidation of the aged and obsoleteinventories and the realizable value of such inventories basedon historical sales data, orders in hand etc.
We also tested the appropriateness of the net realizablevalue considered by management for the aged and obsoleteinventories by comparing the inventories value with thesubsequent sales prices of the finished goods/recentlyrealized prices
We observed the inventory count performed by managementfor the year-end on a sample basis and assessed the physicalcondition of the inventories segregated as aged and obsoleteinventories and compared the same with the inventories listingto check completeness;
We analyzed the inventory turnaround and compared that tomanagement's estimates on aged and obsolete inventories;
We verified if the computation of inventory provisioning for suchaged and obsolete inventories is in line with Company's policy;
We assessed the adequacy and appropriateness ofthe Company's disclosures in Note 1B(13) on materialaccounting policy and Note 11 Inventories to the standalonefinancial statements, as required by the applicable IndianAccounting Standards.
C. Impairment testing of Goodwill (Refer Note 46 of the standalone financial statements)
As at March 31, 2025, the Company has carrying amount ofGoodwill of H 19,001.09 lakhs pertaining to Starlite LightingLimited and Nirlep Appliances Private Limited, wholly ownedsubsidiaries which has been merged into the Company.
In accordance with the requirements of Ind AS 36 Impairmentof Assets, the Company performs an annual impairmentassessment of Goodwill and the corresponding cash generatingunits to determine whether the recoverable value is below thecarrying amount as at March 31, 2025.
For this purpose, the recoverable value of the cash generatingunit is based on the value in use model, which has been derivedfrom the discounted cash flow model. The model requires theCompany to make significant assumptions such as discountrate, near and long-term revenue growth rate and projectedmargins which involves inherent uncertainty since they arebased on future business prospects and economic outlook.
Changes in certain methodologies and assumptions can lead tosignificant changes in the assessment of the recoverable value.
Due to the level of judgments involved and its significance to theCompany's financial position, this is considered to be a key auditmatter.
Our audit procedures included the following:
• Obtained an understanding of the process followed by themanagement to determine the recoverable amounts of cashgenerating units determined by the Company;
• Evaluated the design and implementation and tested theoperating effectiveness of key internal controls related tothe Company's process relating to review of the annualimpairment analysis;
• Assessed Company's valuation methodology applied indetermining recoverable value including the reasonablenessof identification of cash generating units around the keydrivers (cash flow forecasts, discount rates, expected growthrates, forecasted margins and terminal growth rates) basedon our knowledge of the Company and Industry. Comparedthe historical accuracy by comparing past forecasts to actualresults achieved;
• Assessed the recoverable value headroom by performingsensitivity testing of key assumptions used;
• Tested the arithmetical accuracy of the computation ofrecoverable amounts of cash generating units;
Assessed the disclosures made in the standalonefinancial statements.
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Annual report, but does not include the standalonefinancial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements,our responsibility is to read the other information and, in doing so,consider whether such other information is materially inconsistentwith the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If, based onthe work we have performed, we conclude that there is a materialmisstatement of this other information, we are required to reportthat fact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fairview of the financial position, financial performance includingother comprehensive income, cash flows and changes in equityof the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules, 2015, asamended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and the design, implementationand maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentationof the standalone financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management isresponsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe standalone financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions ofusers taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of thestandalone financial statements, whether due to fraud orerror, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)0) of the Act, weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue asa going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, future eventsor conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and content of thestandalone financial statements, including the disclosures,and whether the standalone financial statements representthe underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of theaudit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with themall relationships and other matters that may reasonably bethought to bear on our independence, and where applicable,related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsfor the financial year ended March 31, 2025 and are thereforethe key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, wedetermine that a matter should not be communicated in ourreport because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefitsof such communication.
1. As required by the Companies (Auditor's Report) Order, 2020("the Order"), issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we givein the "Annexure 1" a statement on the matters specified inparagraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to theextent applicable, that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books exceptfor the matters stated in paragraph (i) and (vi) below onreporting under Rule 11(g);
(c) The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss including the Statementof Other Comprehensive Income, the Standalone CashFlow Statement and Standalone Statement of Changesin Equity dealt with by this Report are in agreementwith the books of account;
(d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules,2015, as amended;
(e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors isdisqualified as on March 31, 2025 from being appointedas a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financialcontrols with reference to these standalone financialstatements and the operating effectiveness of suchcontrols, refer to our separate Report in "Annexure 2"to this report;
(g) In our opinion, the managerial remuneration for theyear ended March 31, 2025 has been paid / providedby the Company to its directors in accordance with theprovisions of section 197 read with Schedule V to the Act;
(h) The modification relating to the maintenance of accountsand other matters connected therewith are as stated inparagraph (b) above on reporting under Section 143 (3)(b) and paragraph (i) (vi) below reporting under Rule 11 (g).
(i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, asamended in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position in itsstandalone financial statements - Refer Note 40to the standalone financial /statements;
ii. The Company did not have any long-termcontracts including derivative contracts forwhich there 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 loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the Company to or inany other person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identifiedin any manner whatsoever by or on behalfof 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, nofunds have been received by the Companyfrom any person(s) or entity(ies), includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Company shall,whether, directly or indirectly, lend or investin other persons or entities identified in anymanner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has causedus to believe that the representationsunder sub-clause (a) and (b) contain anymaterial misstatement.
v. As stated in note 16 to the standalone financialstatements, the final dividend paid by theCompany during the year in respect of the samedeclared for the previous year is in accordancewith section 123 of the Act to the extent it appliesto payment of dividend. Further, the Board ofDirectors of the Company have proposed finaldividend for the year which is subject to theapproval of the members at the ensuing AnnualGeneral Meeting. The dividend declared is inaccordance with section 123 of the Act to theextent it applies to declaration of dividend.
vi. Based on our examination which included testchecks, except for the instances discussed in note48(11) to the standalone financial statements,the Company has used accounting softwarefor maintaining its books of account includingprivileged access management tool which has afeature of recording audit trail (edit log) facility andthe same has operated throughout the year for allrelevant transactions recorded in the softwareexcept that we are unable to comment on whethercertain features of the audit trail of the said softwarehas operated from the period September 8, 2024,to February 11, 2025 or whether there were anyinstances of audit trail feature being tamperedduring the said period in the absence of log ofchanges to certain audit features. Additionally, theaudit trail of prior year has been preserved by theCompany as per the statutory requirements forrecord retention to the extent it was enabled andrecorded in the respective year.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Aruna Kumaraswamy
Partner
Membership No.: 219350
UDIN: 25219350BMMABC9520
Mumbai, May 12, 2025