1. We have audited the accompanying standalone financialstatements of Gloster Limited ("the Company"), whichcomprise the Standalone Balance Sheet as at March 31,2025, the Standalone Statement of Profit and Loss (includingOther Comprehensive Income), the Standalone Statementof Changes in Equity and the Standalone Statement of CashFlows for the year then ended, and notes to the standalonefinancial statements, including material accounting policyinformation and other explanatory information.
2. In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the information requiredby the Companies Act, 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2025, andtotal comprehensive income (comprising of profit and othercomprehensive income), changes in equity and its cash flowsfor the year then ended.
3. We conducted our audit in accordance with the Standardson Auditing (SAs) specified under Section 143(10) of theAct. Our responsibilities under those Standards are furtherdescribed in the "Auditor's Responsibilities for the Audit of theStandalone Financial Statements" section of our report. We areindependent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevantto our audit of the standalone financial statements underthe provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
4. Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of thestandalone financial statements of the current period. Thesematters 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.
Key audit matter
How our audit addressed the key audit matter
Assessment of the carrying value of investments carried atfair value
Refer to Note 2.7 - "Financial Assets" Note 2A - "Criticalestimates and judgements" Note 5(b) - "Other Investments"and Note 9(a) - "Investments" and Note 33 -"Fair valuemeasurements"
As at March 31, 2025, the Company has investmentsaggregating to Rs. 8,543.28 lakhs in various securitiescomprising of equity shares in unlisted companies andinvestments in certain funds. These investments are carriedat their fair values determined by the Company as per IndAS 113 'Fair Value Measurement' and have been categorizedas Level 2 and Level 3 in the fair value hierarchy, which isinherently subjective, and their valuation involves usinginputs other than quoted prices in an active market incertain cases. For the purpose of valuation of investmentsin unlisted Companies, the Company's managementhas engaged independent valuation experts and for thefunds, obtained valuation reports from the respective fundhouses.
We have determined this to be a key audit matter becauseof the inherently subjective nature of valuation andinvolvement of significant judgements by the managementin assessing the carrying value thereof.
Our procedures included the following:
• We understood, assessed and tested the design and operatingeffectiveness of key controls over fair valuation of investments.
• We perused the report issued by the external valuation expertsengaged by the management and conducted enquiries with them tounderstand the assumptions considered by them.
• We evaluated the competence, capability and objectivity of thevaluation experts of the management.
• We tested the reasonableness of management's fair value estimates,on a test check basis, by obtaining corroborative pricing fromindependent sources, where available.
• We obtained direct confirmations from the respective fund housesfor the valuation of investments and on a sample basis obtainedthe underlying valuation reports to corroborate the details in theconfirmation.
• With the involvement of auditor's experts, we assessed themethodology and the appropriateness of the valuation models andinputs used by management's valuation experts.
• We validated the source data on a sample basis and tested thearithmetical accuracy of the calculations of valuation of investments.
• We assessed the adequacy of the Company's disclosures in standalonefinancial statement.
5. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Director's Report along with its Annexures andReport on Corporate Governance included in the Company'sAnnual Report, but does not include the standalone financialstatements and our auditor's report thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other informationis materially inconsistent with the standalone financialstatements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If, based on thework we have performed, we conclude that there is a materialmisstatement of this other information, we are required toreport that fact.
We have nothing to report in this regard.
governance for the Standalone Financial Statements
6. The Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Act with respect tothe preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance, changes in equity and cash flows ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the Indian AccountingStandards specified under Section 133 of the Act read withNational Company Law Tribunal (NCLT), Kolkata, order asstated in Note 2.4 to the standalone financial statements.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation andpresentation of the standalone financial statements that givea true and fair view and are free from material misstatement,whether due to fraud or error.
7. In preparing the standalone financial statements, Board ofDirectors is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable,matters related to going concern and using the going concernbasis of accounting unless Board of Directors either intendsto liquidate the Company or to cease operations, or has norealistic alternative but to do so.
8. Those Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Financial Statements
9. Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
10. As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) ofthe Act, we are also responsible for expressing our opinionon whether the Company has adequate internal financialcontrols with reference to standalone financial statementsin place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on theaudit 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 contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
11. We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
12. We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
13. From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunication.
14. 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 B a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
15. 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 and beliefwere necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books, except for the matters stated inparagraph 15(h)(vi) below on reporting under Rule 11(g) ofthe Companies (Audit and Auditors) Rules, 2014 (as amended).
(c) The Standalone Balance Sheet, the Standalone Statementof Profit and Loss (including other comprehensive income),the Standalone Statement of Changes in Equity and theStandalone Statement of Cash Flows dealt with by this Reportare in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statementscomply with the Indian Accounting Standards specified underSection 133 of the Act read with the National Company LawTribunal (NCLT), Kolkata, order as stated in Note 2.4 to thestandalone financial statements.
(e) On the basis of the written representations received from thedirectors as on April 01,2025, taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31,2025, from being appointed as a director in terms of Section164(2) of the Act.
(f) With respect to the maintenance of accounts and othermatters connected therewith, reference is made to ourremarks in paragraph 15(b) above on reporting under Section143(3)(b) and paragraph 15(h)(vi) below on reporting underRule 11(g) of the Companies (Audit and Auditors) Rules, 2014(as amended).
(g) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of theCompany and the operating effectiveness of such controls,refer to our separate Report in "Annexure A".
(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014 (as amended), in our opinionand to the best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact of pending litigationson its financial position in its standalone financial statements- Refer Note 39 to the standalone financial statements.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any materialforeseeable losses.
iii. There has been no delay in transferring amounts, required tobe transferred, to the Investor Education and Protection Fundby the Company during the year.
iv. (a)The management has represented that, to the best of its
knowledge and belief, as disclosed in Note 47(vii)(I) to thestandalone financial statements, no funds have been advancedor loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Companyto or in any other persons or entities, including foreign entities("Intermediaries"), with the understanding, whether recordedin writing or otherwise, that the Intermediary shall, whetherdirectly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of theCompany ("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 itsknowledge and belief, as disclosed in the Note 47(vii)(II) to thestandalone financial statements, no funds have been receivedby the Company from any persons or entities, includingforeign entities ("Funding Parties"), with the understanding,whether recorded in writing or otherwise, that the Companyshall, whether directly or indirectly, lend or invest in otherpersons or entities identified in any manner whatsoever byor 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 such audit procedures that we consideredreasonable and appropriate in the circumstances, nothinghas come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain anymaterial misstatement.
v. The dividend declared and paid by the Company during theyear is in compliance with Section 123 of the Act.
vi. Based on our examination, which included test checks, theCompany has used accounting software for maintaining itsbooks of account which has a feature of recording audit trail(edit log) facility (other than for property, plant and equipmentand intangible assets) and that has operated throughout theyear for all relevant transactions recorded in the software,except that at database level for one accounting software, theaudit log of modification does not contain the pre-modified
values. During the course of performing our proceduresexcept the aforesaid instances, we did not notice any instanceof audit trail feature being tampered with. Further, the audittrail, to the extent maintained in the prior year, has beenpreserved by the Company as per the statutory requirementsfor record retention.
16. The Company has paid/ provided for managerial remunerationin accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.
Firm Registration Number: 304026E/E-300009
Partner
Kolkata Membership Number: 127460
May 29, 2025 UDIN: 25127460BMOSXJ9694