Key Audit Matter
Revenue recognition (adjustment for sales return, rebates, discounts and incentives)(See Note 3.15.1 and 43 to financial statements)
The key audit matter
How the matter was addressed in our audit
As disclosed in Note 3.15.1 and 43 to the financial statements,revenue is measured based on transaction price, which is theconsideration, after deduction of estimated sales returns, rebates,discounts and incentives.
The recognition and measurement of sales returns involvessignificant estimates. The estimation is dependent on variousinternal and external factors which are based on historicalexperience of actual sales returns and adjustment on account ofcurrent market scenario.
The recognition and measurement of rebates, discounts andincentives involves significant estimates, particularly the expectedlevel of claims of each of the customers. Assumption of level ofcustomer wise claims for rebates, discounts and incentives relatesto estimating which of the Company's customers will ultimately besubject to a related rebate, discount and/ or incentive.
Our audit procedures included following:
• Understanding the process followed by the Company todetermine the amount of accrual of sales returns, rebates,discounts and incentives;
• Assessing the accounting policies of the Company regardingaccounting for sales returns, rebates, discounts and incentives asagainst the criteria given in the accounting standards;
• Evaluating the design and implementation and testing of theoperating effectiveness of the controls over accrual of salesreturns, rebates, discounts and incentive policy / schemes andits disbursement;
• Performing substantive testing by checking underlying inputsused for estimating sales return accruals. Performing substantivetesting by selecting samples of rebates, discounts and incentivesrecorded during the year as well as period end rebates, discountsand incentives and matching the parameters used in thecomputation with the relevant source documents;
Evaluating the assumption of expected returns based on experienceand level of customer wise claims for rebates, discounts andincentives underlying the estimate of accrual involves challengingthe assumptions. We identified the evaluation of accrual for salesreturns, rebates, discounts and incentives as a key audit matter.
• Checking completeness of accrual of sales returns, rebates,discounts and incentives by ensuring completeness of the datainputs used by the Company for accrual of sales returns, rebates,discounts and incentives;
• Examining historical accrual of sales returns, rebates, discountsand incentives together with our understanding of currentyear developments to form an expectation of the accruals asat year end and comparing this expectation against the actualsales return and disbursements of rebates, discounts andincentives, completing further inquiries and obtaining underlyingdocumentation, on a sample basis, as appropriate. Further, wealso performed retrospective review to evaluate the precisionwith which management makes estimates; and
• Assessed the appropriateness of related disclosures in thefinancial statements.
We have audited the financial statements of Rallis India Limited(the 'Company') which comprise the balance sheet as at March31, 2026, and the statement of profit and loss (including othercomprehensive income), statement of changes in equity andstatement of cash flows for the year then ended, and notes to thefinancial statements, including material accounting policies andother explanatory information.
In our opinion and to the best of our information and according tothe explanations given to us, the aforesaid financial statements givethe information required by the Companies Act, 2013 ('Act') in themanner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2026, and its profit and othercomprehensive income, changes in equity and its cash flows for theyear ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilitiesunder those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of the financialstatements of the current period. These matters were addressed inthe context of our audit of the financial statements as a whole, andin forming our opinion thereon, and we do not provide a separateopinion on these matters.
Other Information
The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises theinformation included in the annual report, but does not includethe financial statements and auditor's report thereon. The annualreport is expected to be made available to us after the date of thisauditor's report.
Our opinion on the financial statements does not cover theother information and we will not express any form of assuranceconclusion thereon.
In connection with our audit of the financial statements, ourresponsibility is to read the other information identified above whenit becomes available and, in doing so, consider whether the otherinformation is materially inconsistent with the financial statementsor our knowledge obtained in the audit, or otherwise appears to bematerially misstated.
When we read the annual report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance and take necessaryactions, as applicable under the relevant laws and regulations.
Management's and Board of Directors' Responsibilities forthe Financial Statements
The Company's Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to thepreparation of these financial statements that give a true and fair viewof the state of affairs, profit/ loss and other comprehensive income,changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including theIndian Accounting Standards (Ind AS) specified under Section 133 ofthe Act. 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 judgements and estimatesthat are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentationof the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management and Boardof Directors are responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis of accountingunless the Board of Directors either intends to liquidate the Companyor to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the FinancialStatements
Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement,whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high levelof assurance, but is not a guarantee that an audit conducted inaccordance 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 of userstaken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgement and maintain professional skepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of thefinancial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtainaudit evidence that is sufficient and appropriate to providea basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override ofinternal control.
been advanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the Company to or inany other person(s) or entity(ies), including foreignentities ('Intermediaries'), with the understanding,whether recorded in writing or otherwise, thatthe Intermediary shall directly or indirectly lendor invest in other persons or entities identifiedin any manner whatsoever by or on behalf of theCompany ('Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(ii) The management has represented that, to the bestof its knowledge and belief, as disclosed in the Note50(v) to the financial statements, no funds havebeen received by the Company from any person(s)or entity(ies), including foreign entities ('FundingParties'), with the understanding, whether recordedin writing or otherwise, that the Company shalldirectly or indirectly, lend or invest in other personsor entities identified in any manner whatsoeverby or on behalf of the Funding Parties ('UltimateBeneficiaries') or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have beenconsidered reasonable and appropriate in thecircumstances, nothing has come to our notice thathas caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), asprovided under (i) and (ii) above, contain anymaterial misstatement.
e. The final dividend paid by the Company during the year,in respect of the same declared for the previous year, isin accordance with Section 123 of the Act to the extent itapplies to payment of dividend.
As stated in Note 52 to the financial statements, the Boardof Directors of the Company has proposed final dividendfor the year which is subject to the approval of themembers at the ensuing Annual General Meeting. Thedividend declared is in accordance with Section 123 ofthe Act to the extent it applies to declaration of dividend.
f. Based on our examination which included test checks,except for the instances mentioned below, the Companyhas used accounting softwares for maintaining its booksof account, which have a feature of recording audit trail
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under Section 143(3)(i) 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 the Management and Board of Directors.
• Conclude on the appropriateness of the Management andBoard of Directors use of the going concern basis of accountingin preparation of financial statements and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubton the Company's ability to continue as a going concern.If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor's report to the relateddisclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of thefinancial statements, including the disclosures, and whetherthe financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficienciesin internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on ourindependence, 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 financial statements of the currentperiod and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020('the Order') issued by the Central Government of India interms of Section 143(11) of the Act, we give in the 'Annexure A'a statement on the matters specified in paragraphs 3 and 4 ofthe Order, to the extent applicable.
2 A. As required by Section 143(3) of the Act, we report 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 the paragraph 2B(f) below onreporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
c. The balance sheet, the statement of profit and loss(including other comprehensive income), the statementof changes in equity and the statement of cash flowsdealt with by this Report are in agreement with thebooks of account.
d. In our opinion, the aforesaid financial statements complywith the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received fromthe directors as on April 1,2026 to April 14, 2026 taken onrecord by the Board of Directors, none of the directors isdisqualified as on March 31, 2026 from being appointedas a director in terms of Section 164(2) of the Act.
f. the modification relating to the maintenance of accountsand other matters connected therewith are as stated inthe paragraph 2A(b) above on reporting under Section143(3)(b) of the Act and paragraph 2B(f) below onreporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
g. With respect to the adequacy of the internal financialcontrols with reference to financial statements of theCompany and the operating effectiveness of suchcontrols, refer to our separate Report in 'Annexure B'.
B. 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 given to us:
a. The Company has disclosed the impact of pendinglitigations as at March 31, 2026 on its financial positionin its financial statements - Refer Note 39 to thefinancial statements.
b. The Company did not have any long-term contractsincluding derivative contracts for which there were anymaterial foreseeable losses.
c. There has been no delay in transferring amounts,required to be transferred, to the Investor Education andProtection Fund by the Company.
d (i) The management has represented that, to the bestof its knowledge and belief, as disclosed in the Note50(vi) to the financial statements, no funds have
(edit log) facility and the same has operated throughoutthe year for all relevant transactions recorded in therespective software:
i) The feature of recording audit trail (edit log) wasnot enabled for certain changes made at theapplication level on July 16, 2025 (debug activity)by user having privileged access rights.
ii) The feature of recording audit trail (edit log) was notenabled at the database layer for one privilege userto log any direct data changes for the accountingsoftware used for maintaining the books of accountrelating to general ledger.
Further, for the periods where audit trail (edit log)facility was enabled and operated for the respectiveaccounting software, we did not come across anyinstance of the audit trail feature being tamperedwith. Additionally, other than the periods whereaudit trail was not enabled in the prior year, theaudit trail has been preserved by the Company asper the statutory requirements for record retentionexcept for the audit trail at database layer fromSeptember 1, 2024 to October 24, 2025.
C. With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid by theCompany to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remunerationpaid to any director is not in excess of the limit laid down underSection 197 of the Act. The Ministry of Corporate Affairs hasnot prescribed other details under Section 197(16) of the Actwhich are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
Mansi Pardiwalla
Partner
Place: Mumbai Membership No.: 108511
Date: April 27, 2026 ICAI UDIN:26108511AXFKGY2309