Andrew Yule & Company Ltd Auditor Reports

To The Members of Andrew Yule & Co. Ltd.

Report on the Standalone financial results

On the basis of audit queries by The Comptroller and Auditor General of India, the audit report has been revised and fresh audit report in lieu of the earlier audit report dated 29th May 2025 has been issued.

Opinion

We have audited the accompanying Standalone Financial Statements of Andrew Yule & Co. Ltd. (“the Company”), which comprise the Standalone Balance Sheet as at 31^st March, 2025, the Standalone Statement of Profit and Loss (Including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of the Material accounting policies and other explanatory information (hereinafter referred to as “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 Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity 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 at 31st March, 2025, the Loss including other comprehensive income, changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors 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 (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to the following: -

i) In note no. 60 absence of balance confirmation certificates, sufficient and appropriate audit evidence from Debtors and Creditors, we are unable to comment regarding adequacy of provision required to be made.

ii) In note no. 10 the company has no policy to provide for receivables on the basis of age. Debtors outstanding for more than 36 months of the company are as follows:

		(Rs. In Lakh)
Total Receivables as on 31.03.2025	Receivables over 36 months	Provisions available as on 31.03.2025
12,444.64	1,949.63	1,959.59

iii) In note no. 59 Lease agreement of three tea gardens namely Banerhat, Choonabhutti and Haritalguri-3 (of New Dooars) has not been renewed since long. Salami asked for by the West Bengal Government for renewal of lease of tea gardens amounting to Rs.177.66 lakh (PY- Rs.177.66 lakh) is treated as “Claims not acknowledged as debts” by the Company. The matter should be resolved immediately as it disputes the Companys ownership of the tea gardens under its operation.

iv) In note no. 15 There are old outstanding advances of the Company which remained unadjusted. Under “Other Current Assets” total amount of Rs. 2158.70 lakh have been given as advance under various heads of expenses against which provision for doubtful advances exist amounting to Rs. 318.52 lakh only.

Loss if any for the above are not ascertained and accounted for.

v) In note no. 25 There was delay in deposit of PF, DLI and PF Administration charges of the Company for various months amounting to Rs. 4450.92 lakh. Penalty/demurrage if any has not been considered and accounted for.

vi) In note no 40, a penalty has been levied by SEBI for non-compliance with SEBI LODR (as per master circular no. SEBI/HO/ CFD/POD2/CIR/P/0155 dated 11.11.2024) has been disclosed by Company as contingent liability.

Loss if any for the above has not been accounted for.

Our opinion is not modified in respect ofthe above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Standalone Financial Statements for the financial year ended 31^st March 2025. 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. For matters described below, our description of how our audit addressed the matters is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Srl No Key Audit Matter	Auditors Response
1. Revenue Recognition	Our audit procedures included the following:
Revenue from sale of goods (hereinafter referred to as revenue) is recognized when the significant risks and rewards of ownership of goods is passed to the buyer. Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns or allowances, trade discounts and volume rebates.	Assessed the Companys Revenue Recognition policies in line with IND AS 115 (Revenue from Contracts with Customers) and tested thereof:
The timing of revenue recognition is relevant to the reported performance of the company. revenue recognition was determined to be a key audit matter and a significant risk of material misstatement due to the aforesaid risk related to the recognition of revenue.	Evaluated the integrity of the general information and technology control environment and testing the operating effectiveness of controls over recognition of revenue.
	Evaluated the design, implementation and operating effectiveness of Companys controls in respect of revenue recognition.
	Tested the effectiveness of such controls over revenue cut off at year end.
	On a sample basis tested supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end.
	Compared revenue with cyclical trends where appropriate, conducted further enquiries and testing.
	Assessed disclosures in financial statements in respect of revenue as specified in IND AS 115.

 

2. Provisions and contingent liabilities	In order to get a sufficient understanding of litigations and contingent liabilities, we have discussed the process of identification implemented by the Management for such provisions through various discussions with Companys legal and finance departments. We read the summary of litigation matters provided by the Companys/ Units Legal and Finance Team.
The company is subject to a number of legal, regulatory and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities, managements disclosures with regards to contingent liabilities are presented in note no.40-to the standalone IND AS financial statements. the assessment of the risks associated with the litigations is based on complex assumptions. the amounts involved and the application of accounting standards to determine the amount if any to be provided as a liability or disclosed as a contingent liability are inherently subjective. This requires use of judgment to establish the level of provisioning, increases the risk that provisions and contingent liabilities may not be appropriately provided against or adequately disclosed. Accordingly, this matter is considered to be a key audit matter.	We read, where applicable, external legal or regulatory advice sought by the Company. We discussed with the Companys/ Units Legal and Finance Team certain material cases noted in the report to determine the Companys assessment of the likelihood, magnitude and accounting of any liability that may arise.
	In light of the above, we reviewed the amount of provisions recorded and exercised our professional judgment to assess the adequacy of disclosures in the Standalone Ind AS financial statements

 

3. IT system audit

Our audit procedures included the following:

In the absence of it system audit, security of accounting/operational data, recovery of data through it disaster management system and manual intervention at crucial levels of data transfer and at the time of consolidation result in high audit risk.

The objective of this procedure is to mitigate audit risks associated with the absence of IT system audits, security vulnerabilities in accounting/operational data, and inadequate data recovery mechanisms during IT disasters. This procedure aims to ensure compliance with SA 701 (Communicating Key Audit Matters in the Independent Auditors Report) and enhance the reliability and integrity offinancial reporting.

 

4. Exercise of Adequate Controls Over Lease Deeds	In response to this key audit matter, we performed the following procedures to address the heightened audit risk and obtain sufficient appropriate audit evidence:
Absence of exercise of adequate controls in the process of maintaining the records of the companys lease deeds and title deeds enhances the audit risk.	1. Evaluation of Internal Controls:
	Assessed the design and implementation of internal controls over the maintenance of lease deeds and title deeds.
	Identified control deficiencies or weaknesses contributing to the heightened audit risk.
	2. Substantive Procedures:
	Conducted substantive testing to verify the existence, completeness, and accuracy of lease deeds and title deeds.
	Examined supporting documentation, such as lease agreements, property titles, and related correspondence.
	Verified the consistency of recorded lease and title information with external sources and legal documentation.
	We intend to communicate this key audit matter in our auditors report in accordance with SA 701. The communication will provide stakeholders with insights into the significant audit risks related to the maintenance of lease deeds and title deeds, our audit approach, and the implications forthe financial statements.

 

5. Valuation of defined benefits obligation for employees	Principal audit procedures:
Accounting for defined benefit plans is based on actuarial assumptions which require measuring the obligation, evaluating the planed assets and calculating the corresponding actuarial gain or loss. All future cash flows discounted to present value for arriving at the obligation.	Our audit procedures include:
Significant estimates including the discount rates, the inflation rates, escalation of salary and the mortality rate are made in valuing the companys defined benefits obligations. The company engages external actuarial specialist to assist them in selecting appropriate assumptions and calculate the obligations. The effect of these matters is a part of the risk assessment and valuation of the defined benefit obligations has a high degree of estimation as it is based on assumptions. (Refer Notes 39.2 to the Standalone Financial Statements.)	• Evaluated the key assumptions applied (discount rates, inflation rate, mortality rate) as per the Guidance Note applicable.
	• Assessed the competence, independence, and integrity of the companys actuarial expert.
	• The controls over the review and approval of actuarial assumptions, the completeness and accuracy of data provided to external actuary, and the reconciliation to data used in experts calculation were tested.
	• Discussed with the Management about the liability accrued due to defined benefit plan and to understand the business and assessed if there was any inconsistency in the assumptions.
	• Adequacy of the company disclosure as per Ind AS 19 in the notes is verified.
	Based on the audit procedures involved, we observed that the assumptions made by the management in relation to the valuation were supported by available evidence.

Information Otherthan the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directors Report including Annexures to Directors Report, CSR Report, R&D and Report on Corporate Governance and Management Discussion and Analysis Report, but does not include the Standalone Financial Statements and our auditors report thereon. The Directors Report including Annexures to Directors Report, CSR Report, R&D and Report on Corporate Governance and Management Discussion and Analysis Report, is not made available to us till the date of this report and is expected to be made available to us after the date of this Audit Report.

Our opinion on the 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 our 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.

Managements Responsibility forthe Standalone Financial Statements

The Companys Board of Directors is responsible forthe 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 including Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and 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 fair 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless 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 companys financial reporting process.

Auditors Responsibility forthe Audit ofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment 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 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.

• Obtain an understanding of internal financial controls 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 internal financial controls system 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 by management.

• Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions ofa reasonably knowledgeable userofthe Standalone Financial Statements may be influenced.

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 year and are therefore the key audit matters. We describe these matters in our auditors 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 for the year under audit.

2. As required by Section 143 (3) of the Act, based on our audit 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 purposes 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 of those books

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of written representations received from the Directors as on 31st March, 2025 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;

(f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness ofsuch controls, referto ourseparate Report in “Annexure B”.

(g) With respect to the matters required to be reported upon as per directions of The Comptroller and Auditor General of India as per the provisions of Section 143(5) of The Companies Act 2013, refer to our report in Annexure- C

(h) With respect to the other matters to be included in the Auditors 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 Note 40 to the Standalone financial statements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding , whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf ofthe ultimate beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries; and

(c) Based on such audit procedures we have 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 (a) and (b) contain any material misstatement.

v) No dividend is declared or paid by the Company during the year and hence compliance with section 123 of the Companies Act, 2013 is not applicable to the Company.

vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining books of account in accounting software having a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled is applicable to the Company, the audit trail is implemented in case of cash and bank transaction not for whole transactions. The reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended) is applicable to company.

For N. C. BANERJEE & CO.

Chartered Accountants

Firm Regn. No: 302081E

(CA. M.C. Kodali)

Partner

Membership No. -056514

UDIN: 25056514BMJND5935

Date: 17.07.2025

Place: Kolkata

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) In respect of Property, Plant and Equipment

(a) (A) The company is not maintaining proper records showing full particulars, including quantitative details and situation of

Property, Plant and Equipment;

(B) The company is not maintaining proper records showing full particulars of intangible assets;

(b) As per the policy, company is required to physically verify its Property, Plant and Equipment once in three year. The company has physically verified Property, Plant and Equipment during the current year and no material discrepancies noticed during physical verification.

(c) The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour ofthe lessee) disclosed in the financial statements are tabulated below:-

Description of property	Area	Gross carrying value (Rs. lakh)	Held in the name of:	Whether promoter, director or their relative or employee	Period held indicate range where appropriate	Reason for not being held in the name of the Company (*also indicate if any dispute)
1. Minto Park Syndicate, Flat No.6B.13, Debendra Lal Khan Road, Kol 27	3375 sq feet	3.71	Held in the name of Minto Park Syndicate	Nil	From 1985	Rules of the Housing Society
2. Minto Park Syndicate, Flat No. 9B. 13, Debendra Lal Khan Road, Kol 27	3375 sq feet	3.71	Held in the name of Minto Park Syndicate	Nil	From 1985	Rules of the Housing Society
3. Mani Tower Gue^ House Flat No. 11, Kol - 38	1217.40 sq.ft	0.29	Title deed not available	Nil	From 1993	Only Development Agreement is there.
4. Woodlands Syndicate,8/7 Alipur road, Flat No. 12, Kolkata - 700027	3260.40 sq.ft	2.35	Sale deed executed in the name of M/s. Chitpore Golabari Co. Pvt. Ltd	Nil	From 1921	Tax paid in the name of Dalhousie Holdings Ltd

ln note no. 59 Lease agreement of three tea gardens namely Banerhat, Choonabhutti and Haritalguri-3 (of New Dooars) has not been renewed since long. Salami asked for by the West Bengal Government for renewal of lease of tea gardens amounting to Rs.177.66 lakh (PY.- Rs.177.66 lakh) is treated as “Claims not acknowledged as debts” by the Company.

(d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year ended 31st March 2025.

(e) No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

(ii) (a) According to the explanations and information provided to us, the physical verification of inventory of finished goods, raw materials and stores and spares has been conducted by the management at reasonable intervals, and in our opinion the scope and coverage of such verification is appropriate. We noticed that there are no material discrepancies in the physical stock and book stock as per physical verification reports provided to us.

(b) According to the explanations and information provided to us, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks and financial institutions on the basis of security of current assets and the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us, the Company has during the year granted loans and advances in the nature of unsecured loans, to Companies, firms, limited liability partnerships or any other parties.

(a) The Company has during the year provided loans or advances in the nature of loans to the following entities:

Amount provided to subsidiaries:

Name of Subsidiary	Opening Balance as on 1.4.2024	Aggregate amount during the year	Closing balance as on 31.03.2025	Rate of Intere^
	(Rs.ln lakh)	(Rs. In lakh)	(Rs. In lakh)
Yule Electrical Ltd.	6.34	0.68	7.02	Nil
Yule Engineering Ltd.	4.85	0.72	5.57	Nil

(b) According to the information and explanations given to us, the investments made, guarantees provided, security given and terms and conditions of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the Companys interest.

(c) In respect of loans and advances in the nature of loans, the schedule of repayments of principle and payment of interest has not been stipulated and repayments or receipts are not made as loans are provided to 100% subsidiaries to meet statutory requirements.

(d) Due to the reason given in “c” above the loans are neither overdue nor the company has taken any steps for recovery of principle.

(e) No fresh loans have been granted to settle the overdues of existing loans given to same parties.

(f) The Company has granted loans or advances in the nature of loans either repayable on demand or without specifying the terms and period of such repayment as given below:

Name of Party	Aggregate amount (Rs. Lakh) Percentage to total loans granted	Loans granted to promoters	Loans granted to related parties (Rs.Lakh)	Remarks
Yule Electrical Ltd.	7.02 (56%)		7.02	Loans provided to 100% Subsidiary for meeting up expenses as per ^atutory Requirement like audit fees, Filling Fees, hence the nature of such loan does not entail repayment Schedule or intere^ rate
Yule Engineering Ltd.	5.57 (44%)	--	5.57	Same as above.

(iv) According to the information and explanation given to us the Company has not granted any loans, or made investments, or given guarantees, or provided any security in connection with loan taken by other body corporate or persons as per the provisions of sections 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the order is not applicable.

(v) According to the information and explanation given to us the Company has not accepted any deposits nor it has accepted any amounts which are deemed to be deposits. Accordingly, paragraph 3(v) of the Order is not applicable.

(vi) According to the information and explanation given to us, Central Government has prescribed maintenance of cost records under sub- section (1) of section 148 of the Companies Act, 2013 for the products of the company and in our opinion the company is preparing and maintaining such accounts and records as specified.

(vii) (a) According to the information and explanations given to us and on the basis of examination of the books of accounts and records, the Company has been regular in depositing undisputed statutory dues including Goods and Service Tax, provident fund, employees state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable which were outstanding at the year-end for a period of more than six months from the date they became payable except for undisputed amount of Rs. 1264.58 Lakh in respect of gratuity along with interest and demurrage to be deposited into Yule Group Gratuity Fund (Trust) and Rs. 4450.92 Lakh in respect of Provident fund along with interest.

(b) According to the information and explanations given to us, there are no material dues of duty of customs and goods and service tax which have not been deposited with the appropriate authorities on account of any dispute. However according to the information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax, goods and Service Tax and Value added tax have not been deposited by the Company on account of disputes are as follows:

Sr Name of the Statute No	Nature of Dues	Demand Amount (in Lakh)	Period to which the amount relates	Forum where dispute is pending
1 Income Tax Act, 1961	Penalty	4.65	2004-05	CIT (APPEAL) (20)
	Income tax	1873.94	2010-11	NCLT
		32.52	2014-15	CIT (APPEAL)
		10.89	2022-23	CIT (APPEAL)
2 West Bengal Sales Tax & Vat	West Bengal Sales Tax & Vat	462.14	1979-80	West Bengal commercial tax appellate & revision Board
			1986-87
			1988-89
			2001-02
			2004-05
			2005-06
			2006-07
		366.79	1973-74	West Bengal taxation tribunal
			1987-88
			1994-95
			1997-98
			1999-00
			2000-01
			2003-04
		908.04	1985-86 1987-88	Calcutta high court
			1992-93
			1996-97
			1997-98
			1999-00
			2000-01
			2003-04
		49.33	1980-81	SOD
			1982-83
			1983-84
			1984-85
3 Assam sales tax & vat	Sales tax & vat	152.93	1996-97 to 1998-99	Appellate Authority revenue board
		106.24	1999-2000	Appellate Authority tribunal, Cuttack
4 Orissa sales tax	Orissa sales tax & vat	5.64	2001-02	2nd Appellate Authority Berhampore
5 Central excise	Central excise	513.56	1990-91	Appeal at cestat
			1992-93
			1993-94
			1996-97
			1998-99
			2001 to 2003
			2009-10
			2013-14 to 2016-17
6 Service tax	Service tax	3.8	2012-13 to 2015-16	Appeal filled before the Chennai appeal II Commissionerate
7 GST ( Tamilnadu)	GST	4.93	2019-20	Appeal filled before the appellate authority
8 GST ( Tamilnadu)	GST	27.29	2020-21	Appeal filled before the appellate authority
		4,522.69

(viii) The company have not come across any case related to transactions that were not recorded in the books of account but have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(ix) (a) The company has taken loans from Bank during the year and the same has been repaid during the financial year without any default.

(b) The company has not declared a willful defaulter by any bank or financial institution or other lender during the year.

(c) The company has not taken any term loans during the year nor there was any outstanding term loan at the beginning of the year. Accordingly, paragraph 3(ix)(c) of the Order is not applicable.

(d) The company has not raised any funds on short term basis during the year. Accordingly, paragraph 3(ix)(d) of the Order is not applicable.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures during the year;

(f) The company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, paragraph 3(ix)(f) of the Order is not applicable.

(x) (a) The company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3(x) (a) of the Order is not applicable.

(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

(xi) (a) According to the information and explanations given to us, no fraud by the company or on the company has been noticed or reported during the year.

(b) No information has been received by us / come to our notice during the course of audit in relation to there under subsection (12) of section 143 of the Companies Act to be filed in FormADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year.

(c) According to the information and explanations given to us, no whistle-blower complaint has been received by the Company during the year.

(xii) (a) In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable and the details have been disclosed in the financial statements, etc., as required bythe applicable accounting standards;

(xiv) (a) According to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business;

(b) Internal Audit Reports up to September, 2024 were considered.

(xv) According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) (a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934)

(b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act,1934;

(c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, paragraph 3(xvi)(c) of the Order is not applicable.

(d) The company has not Group more than one CIC as part of the Group;

(xvii) The company has incurred cash losses of Rs. 2.192.30 lakh (Rs. 6,622.79 Lakh) during the financial year 2024-25 (F.Y 2023-24) .

(xviii) There has been no resignation of the statutory auditors of the company during the year. Accordingly, paragraph 3(xviii) of the Order is not applicable.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;

(xx) As at balance sheet date, the company does not have any amount remaining unspent under section 135(5) of the act. Accordingly, reporting under clause 3(xx) of the order is not applicable to the company.

(xxi) The reporting under clause 3(xxi) of order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For N. C. BANERJEE & CO.

Chartered Accountants

Firm Regn. No: 302081E

(CA M C Kodali)

Partner

Membership No. 056514

UDIN: 25056514BMJND5935

Date: 17/07/2025

Place: Kolkata

Annexure B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause(i) ofSub Section 3 ofSection 143 ofthe Companies Act, 2013

(The Act).

(1) We have audited the internal financial controls over financial reporting of Andrew Yule and Company Limited (The Company) as on 31^st March, 2025 in conjunction with our audit ofthe standalone IND AS financial statements ofthe Company for the year ended on that date.

Managements Responsibility for Internal Financial controls

(2) The Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over financial reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companies policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records , and the timely preparation of reliable financial information as required under the Companies Act, 2013.

Auditors Responsibility

(3) Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI and the Standards on Auditing as specified under Section 143 (10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls. Those Standards and Guidance Notes require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained ifsuch controls operated effectively in all material respects.

(4) Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting include obtaining an understanding of internal financial controls over financial reporting, assessing a risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the IND AS financial statements, whether due to fraud or error.

(5) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial control system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

(6) The Companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of IND AS financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe Company , (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of IND AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company , and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition , use or disposition of the Companys assets that could have a material effect on the IND AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

(7) Because of the inherent limitations of internal financial controls overfinancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to fraud or error may occur and not be detected. Also, projections of any evaluation ofthe internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

(8) Based on our audit and the information and explanations given to us, and subject to our observations given below, :

a The flow of financial data from divisions, units and gardens are not seamlessly integrated with Head office accounts. It involves manual interventions at various stages of accounting.

b Absence of guidelines of IT general controls and segregation of duties does not give reasonable assurance regarding fair maintenance and accurate reflection of records with reasonable details for transactions and disposition of assets of the Company.

d IT disaster recovery plan has not been defined.

e The company has not obtained balance confirmation certificates from sundry debtors and creditors in a majority of cases.

f At the time of payment of medical bills, providing a doctors prescription as per Companys rule no. 6 is not followed in some cases.

g Brokerage of sale of tea is charged at 1% of the sale value before taxes. The program for recording sales of tea division (Crop book) gives a misleading picture of brokerage in the crop book and is ignored for the purpose of brokerage payment. We were informed that the brokerage and other charges is uploaded online through Tea Board portal which results in the brokerage amount being shown separately

h In tea division, the system of recording and creating provisions on expenses and liabilities should be improved upon.

We report that in view of the above observations, Internal financial Controls of the company as at 31^st March, 2025 is inadequate with respect to its size, diversity and complexity of operations based on internal control over financial reporting criteria as stated in the Guidance Note on audit of Internal Financial Controls over Financial Reporting issued by the ICAI. These observations do not affect our opinion on the financial statements ofthe Company.

For N. C. BANERJEE & CO.

Chartered Accountants

Firm Regn. No: 302081E

(CA M C Kodali)

Partner

Membership No. 056514

UDIN: 25056514BMJND5935

Date: 17/07/2025

Place: Kolkata

Annexure - C: Additional Directions under section 143 (5) ofthe Companies Act 2013

Directions of CAG under Section 143(5) of The Companies Act, 2013 on the basis of our audit of standalone financial statements of Andrew Yule and Company Limited for the FY 2024-25.

We give below the answer to the questions and information asked for in the above mentioned directions:

S.N. Directions	Our Answer
1. Whether the Company has system in place to process all the accounting transactions through IT system.? If yes, the implications of processing the accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.	The Company does not presently possess an ERP accounting system or a fully integrated IT system among its units and Head Office and as such, necessary accounting integration is being done through separate data entry mode and by applying Consolidated IT software.
	The method adopted by the Company leaves a scope of absence of data integrity, thereby increasing the risk.
2. Whether there is any restructuring of an existing loan or cases ofwaiver/write off of debts/loans/interests etc. made by a lender to the Company due to the Companys inability to repay the loan? If yes, the financial impact may be stated. Whether such cases are properly accounted for? (In case the lender is a government company, then this direction is also applicable for statutory auditor of lender company)	There is no instance of restructuring/ waiver/ write offs of existing loans availed by the Company.
3. Whether funds (grants/subsidy etc) received/receivable for specific schemes from Central/State Government or its agencies were properly accounted for/utilized as per its terms and conditions? List the cases of deviation.	All funds received/receivable for specific schemes from Central/State agencies were properly accounted for under Note No. 22 relating to the head of “Other non-current liabilities”

 

For N. C. BANERJEE & CO.

Chartered Accountants

Firm Regn. No: 302081E

(CA M C Kodali)

Partner

Membership No. 056514

UDIN: 25056514BMJND5935

Date: 17/07/2025

Place: Kolkata

INDEPENDENT AUDITORS REPORT

To the Members of ANDREW YULE & CO. LTD

Report on the Audit of the Consolidated Financial Statements

On the basis of audit queries by The Comptroller and Auditor General of India, the audit report has been revised and fresh audit

report in lieu of the earlier audit report dated 29th May 2025 has been issued.

Opinion

1. We have audited the accompanying Consolidated Financial Statements of ANDREW YULE & CO. LTD (hereinafter referred to as the Holding Company) and its subsidiaries (Holding Company and its subsidiaries together referred to as the Group), which comprise the Consolidated Balance Sheet as at March 31, 2025, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial Statements, including a summary of Material accounting policies and other explanatory information (hereinafter referred to as the Consolidated Financial Statements).

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2025, and its consolidated total comprehensive income (comprising of Loss and other comprehensive income), its consolidated changes in equity and its consolidated cash flows forthe yearthen ended.

Basis Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements in India in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 14 of the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the following: -

i. In note no. 60 absence of balance confirmation certificates and sufficient and appropriate audit evidence from Debtors and Creditors, we are unable to comment regarding adequacy of provision required to be made.

ii. In note no. 10 The Company has no policy to provide for receivables on the basis of age. Debtors outstanding for more than 36 months of the company are as follows:

		(Rs. In Lakhs)
Total Receivables as on 31.03.2025	Receivables over 36 months	Provisions available as on 31.03.2025
12,444.64	1,949.63	1,959.59

iii. In note no. 59 Lease agreement of three tea gardens namely Banerhat, Choonabhutti and Haritalguri-3 (of New Dooars) has not been renewed since long. Salami asked for by the West Bengal Government for renewal of lease of tea gardens amounting to Rs.177.66 Lakh (PY- Rs.177.66 Lakh) is treated as “Claims not acknowledged as debts” by the Company. The matter should be resolved immediately as it disputes the Companys ownership of the tea gardens under its operation.

iv. In note no. 15 There are old outstanding advances of the Company which remained unadjusted. Under “Other Current Assets” total amount of Rs.2146.11 Lakh have been given as advance under various heads of expenses against which provision for doubtful advances exist amounting to Rs. 318.52 Lakh only.

Loss if any for the above are not ascertained and accounted for.

v. In note no. 25 there was delay in deposit of PF, DLI and PF Administration charges of the Company for various months amounting to Rs. 4450.92 lakh. Penalty/demurrage ifany has not been considered and accounted for.

vi. In note no 40, there is a penalty has been levied by SEBI for non-compliance with SEBI LODR (as per master circular no. SEBI/HO/CFD/POD2/CIR/P/0155 dated 11.11.2024) has been disclosed by Company as contingent liability. Loss if any for

the above has not been accounted for.

Our opinion is not modified in respect ofthe above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Consolidated Financial Statements for the financial year ended 31st March 2025. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For matters described below, our description of how our audit addressed the matters is provided in that context.

Srl No. Key Audit Matter	Auditors Response
1. Revenue Recognition	Our audit procedures included the following:
Revenue from sale of goods (hereinafter referred to as revenue) is recognized when the significant risks and rewards of ownership of goods is passed to the buyer. Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns or allowances, trade discounts and volume rebates.	Assessed the Companys Revenue Recognition policies in line with IND AS 115 (Revenue from Contracts with Customers) and tested thereof:
The Timing Of Revenue Recognition Is Relevant To The Reported Performance Of The Company. Revenue Recognition Was Determined To Be A Key Audit Matter And A Significant Risk Of Material Misstatement Due To The Aforesaid Risk Related To The Recognition Of Revenue.	Evaluated the integrity of the general information and technology control environment and testing the operating effectiveness of controls over recognition of revenue.
	Evaluated the design, implementation and operating effectiveness of Companys controls in respect of revenue recognition.
	Tested the effectiveness of such controls over revenue cut off at year end.
	On a sample basis tested supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end. Compared revenue with cyclical trends where appropriate, conducted further enquiries and testing.
	Assessed disclosures in financial statements in respect of revenue as specified in IND AS 115.

 

2. Provisions And Contingent Liabilities	In order to get a sufficient understanding of litigations and contingent liabilities, we have discussed the process of identification implemented by the Management for such provisions through various discussions with Companys legal and finance departments.
The Company Is Subject To A Number Of Legal, Regulatory And Tax Cases For Which Final Outcome Cannot Be Easily Predicted And Which Could Potentially Result In Significant Liabilities.	We read the summary of litigation matters provided by the Companys/ Units Legal and Finance Team.
Managements Disclosures With Regards To Contingent Liabilities Are Presented In Note No.40-To The Consolidated Ind AS Financial Statements.	We read, where applicable, external legal or regulatory advice sought by the Company. We discussed with the Companys/ Units Legal and Finance Team certain material cases noted in the report to determine the Companys assessment of the likelihood, magnitude and accounting of any liability that may arise.
The Assessment Of The Risks Associated With The Litigations Is Based On Complex Assumptions. The Amounts Involved And The Application Of Accounting Standards To Determine The Amount If Any To Be Provided As A Liability Or Disclosed As A Contingent Liability Are Inherently Subjective. This Requires Use Of Judgment To Establish The Level Of Provisioning, Increases The Risk That Provisions And Contingent Liabilities May Not Be Appropriately Provided Against Or Adequately Disclosed. Accordingly, This Matter Is Considered To Be A Key Audit Matter.	In light of the above, we reviewed the amount of provisions recorded and exercised our professional judgment to assess the adequacy of disclosures in the Consolidated Ind AS financial statements

 

3. IT System Audit

Our audit procedures included the following:

In The Absence Of IT System Audit, Security Of Accounting/Operational Data, Recovery Of Data Through IT Disaster Management System And Manual Intervention At Crucial Levels Of Data Transfer And At The Time Of Consolidation Result In High Audit Risk.

The objective of this procedure is to mitigate audit risks associated with the absence of IT system audits, security vulnerabilities in accounting/operational data, and inadequate data recovery mechanisms during IT disasters. This procedure aims to ensure compliance with SA 701 (Communicating Key Audit Matters in the Independent Auditors Report) and enhance the reliability and integrity of financial reporting.

 

4. Exercise Of Adequate Controls Over Lease Deeds	In response to this key audit matter, we performed the following procedures to address the heightened audit risk and obtain sufficient appropriate audit evidence:
Absence of exercise of adequate controls in the process of maintaining the records of the companys lease deeds and title deeds enhances the audit risk.	1. Evaluation of Internal Controls:
	Assessed the design and implementation of internal controls over the maintenance of lease deeds and title deeds.
	Identified control deficiencies or weaknesses contributing to the heightened audit risk.
	2. Substantive Procedures:
	Conducted substantive testing to verify the existence, completeness, and accuracy of lease deeds and title deeds.
	Examined supporting documentation, such as lease agreements, property titles, and related correspondence.
	Verified the consistency of recorded lease and title information with external sources and legal documentation.
	We intend to communicate this key audit matter in our auditors report in accordance with SA 701. The communication will provide stakeholders with insights into the significant audit risks related to the maintenance of lease deeds and title deeds, our audit approach, and the implications for the financial statements.

 

5. Valuation of defined benefits obligation for employees	Principal audit procedures:
Accounting for defined benefit plans is based on actuarial assumptions which require measuring the obligation, evaluating the planed assets and calculating the corresponding actuarial gain or loss. All future cash flows discounted to present value for arriving at the obligation.	Our audit procedures include:
Significant estimates including the discount rates, the inflation rates, escalation of salary and the mortality rate are made in valuing the companys defined benefits obligations. The company engages external actuarial specialist to assist them in selecting appropriate assumptions and calculate the obligations. The effect of these matters is a part of the risk assessment and valuation of the defined benefit obligations has a high degree of estimation as it is based on assumptions. (Refer Notes 39.2 to the Consolidated Financial Statements).	• Evaluated the key assumptions applied (discount rates, inflation rate, mortality rate) as per the Guidance Note applicable.
	• Assessed the competence, independence, and integrity of the companys actuarial expert.
	• The controls over the review and approval of actuarial assumptions, the completeness and accuracy of data provided to external actuary, and the reconciliation to data used in experts calculation were tested.
	• Discussed with the Management about the liability accrued due to defined benefit plan and to understand the business and assessed if there was any inconsistency in the assumptions.
	• Adequacy of the company disclosure as per Ind AS 19 in the notes is verified.
	Based on the audit procedures involved, we observed that the assumptions made by the management in relation to the valuation were supported by available evidence.

Information Other than the Consolidated Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directors Report including Annexures to Directors Report, CSR Report, R&D and Report on Corporate Governance and Management Discussion and Analysis Report, but does not include the Standalone Financial Statements and our auditors report thereon. The Directors Report including Annexures to Directors Report, CSR Report, R&D and Report on Corporate Governance and Management Discussion and Analysis Report, is not made available to us till the date of this report and is expected to be made available to us after the date of this Audit Report.

Our opinion on the 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 Consolidated 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 Consolidated Financial Statements or our knowledge obtained during the course of our 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.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

1. The Holding Companys Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows, and changes in equity of the Group including its Associate in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the companies included in the Group and of its Associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its Associate 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of theConsolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

2. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group and of its Associate are responsible for assessing the ability of the Group and of its Associate to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

3. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditors Responsibilities for the Audit of the Consolidated Financial Statements

4. Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 these Consolidated Financial Statements.

5. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated 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.

• 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 Holding Company has adequate internal financial controls with reference to Consolidated 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 by management.

• Conclude on the appropriateness of managements 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 Group and its Associate to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Consolidated Financial Statements 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 auditors report. However, future events or conditions may cause the Group and its Associate to cease to continue as a going concern.

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its Associate to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

6. We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors 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.

7. 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.

8. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditors 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.

Report on Other Legal and Regulatory Requirements

9. As required by paragraph 3(xxi) of the Companies (Auditors Report) Order, 2020 (“CARO 2020”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we report that there are no qualifications or adverse remarks included by the respective auditors in their CARO 2020 reports issued in respect of the Consolidated financial statements of the companies which are included in these Consolidated Financial Statements.

10. As required by Section 143(3) ofthe Act, we report, to the extent applicable, that:

a. belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account and records maintained for the purpose of preparation of the Consolidated Financial Statements.

d. In our opinion, the aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors of the Holding Company, taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its Subsidiary incorporated in India, none ofthe directors ofthe Holding Company and its Subsidiary incorporated in India is disqualified as on March 31, 2025 from being appointed as a director in terms ofSection 164(2) ofthe Act.

f. With respect to the adequacy of internal financial controls with reference to Consolidated Financial Statements of the Group and the operating effectiveness of such controls, refer to our separate report in Annexure A.

g. With respect to the other matters to be included in the Auditors 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:

i. The Consolidated Financial Statements disclose the impact, if any, of pending litigations as on March 31,2025 on the consolidated financial position ofthe Group Refer Note 40 to the Consolidated Financial Statements.

ii. The Group and its Associate were not required to recognize a provision as at March 31,2025 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long- term contracts. The Group and its Associate did not have any derivative contracts as at March 31, 2025.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company during the year ended March 31, 2025. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Associate of the Holding Company incorporated in India during the year ended March 31, 2025.

iv. (a) The respective Managements of the Holding Company and its Associate, which is a company incorporated

in India whose financial statements have been audited under the Act, have represented to us and the other auditors of such Associate respectively that, to the best of their knowledge and belief and as disclosed in the notes to the Consolidated Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or such Associate to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or such Associate (“Ultimate Beneficiaries”) or provide any guarantee, security orthe like on behalfofthe Ultimate Beneficiaries.

(b) The respective Managements of the Holding Company and its Associate, which is a company incorporated in India whose financial statements have been audited under the Act, have represented to us and the other auditors of such Associate respectively that, to the best of their knowledge and belief and as disclosed in the notes to the Consolidated Financial Statements, no funds (which are material either individually or in the aggregate) have been received by the Holding Company or such Associate from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or such Associate shall, 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 provide any guarantee, security orthe like on behalfofthe Ultimate Beneficiaries.

(c) Based on the audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by us and those performed by the auditors of the Associate, which is a company incorporated in India whose financial statements have been audited under the Act, nothing has come to our or other auditors notice that has caused us or the other auditors to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

v. No dividend declared and paid during the year by the Holding Company and its subsidiary company.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for maintaining books of account in accounting software having a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled is applicable to the Group Company. The audit trail is implemented in case of cash and bank transaction only not for whole transactions. the reporting under clause (g) of Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014 (as amended) is applicable to company.

11. The Holding Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. The provisions of Section 197 read with Schedule V to the Act are applicable only to public companies. Accordingly, reporting under Section 197(16) of the Act is not applicable to the Associate of the Holding Company incorporated in India.

Other Matters

12. The Subsidiary Co. Yule Engineering Ltd is not going concern as defined in IND AS-1, notified by MCA since there were no operating activities in the concerned year as well as in the recent past. The audit report of the said Company has contained a “Qualified opinion” due to noncompliance of accounting in accordance with IND AS.

13. The Subsidiary Co. Yule Electrical Ltd. is not going concern as defined in IND AS-1, notified by MCA since there were no operating activities in the concerned year as well as in the recent past. The audit report of the said Company has contained an “Adverse opinion” due to noncompliance of accounting in accordance with IND AS.

No agreement related to the term of payment and interest payable, if any, was available for unsecured borrowings from Andrew Yule & Co Ltd.

The company has used Accounting software for maintaining its books of Accounts, which did not have a feature of Recording Audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective software. Hence we are unable to comment on the audit trail feature of the said software.

14. We did not audit the financial statements / financial information of 2 subsidiaries included in the consolidated financial results, whose financial statements /financial information reflect total assets of Rs.5,786 and net assets of Rs. (15,35,298) as at March 31, 2025. total revenues of Rs 1,740 and total comprehensive income (comprising of profit / loss and other comprehensive income) of Rs. (1,40,800) for the year ended March 31, 2025 and cash flows (net) of Rs 0 for the year ended March 31,2025. as considered in the consolidated financial results. The consolidated financial results also include the Groups share of net assets of Rs (15,35,298) as at March 31, 2025 and Groups share of total comprehensive income (comprising of profit and other comprehensive income) of Rs. (1,40,800) for the year ended March 31, 2025, as considered in the consolidated financial results, in respect of one Associate, whose financial statements / financial information have not been audited by us. These financial statements / financial information have been audited by other auditors whose reports have been furnished to us by the Other Auditors / Management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and Associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 10 above.

Our opinion on the consolidated financial results is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Board of Directors.

15. These results are based on and should be read with the audited consolidated financial statements of the Group and its Associate, for the year ended March 31, 2025 on which have issued an unmodified audit opinion vide our report dated May 29,2025.

For N. C. BANERJEE & CO.

Chartered Accountants

(Firm Regn. No: 302081E)

(CA. M.C.Kodali)

Partner

Membership No. -056514

(UDIN:- 25056514BMJNJE8140)

Place : KOLKATA

Date : 17.07.2025

Annexure-A to the Independent Auditors Report:

Report on the Internal Financial Controls with reference to Consolidated Financial Statements under clause (i) of subsection 3 of Section 143 of the Act.

Opinion

1. In conjunction with our audit of the Consolidated Financial Statements of ANDREW YULE & CO. LTD (hereinafter referred to as ‘the Holding Company) as of and for the year ended March 31, 2025, we have audited the internal financial controls with reference to Consolidated Financial Statements of the Holding Company and its Associate, which is a company incorporated in India, as of that date.

Managements Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Holding Company and its Associate, to whom reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal financial controls with reference to financial statements is applicable, which is a company incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

3. Our responsibility is to express an opinion on the Holding Companys internal financial controls with reference to Consolidated Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their report referred to in the Other Matter paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Holding Companys internal financial controls system with reference to Consolidated Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Group and its Associate, which is a company incorporated in India, have, in all material respects, an adequate internal financial controls system with reference to Consolidated Financial Statements and such internal financial controls with reference to Consolidated Financial Statements were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matter

9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to Consolidated Financial Statements, which is a company incorporated in India, is based on the corresponding report of the auditors of such company incorporated in India.

Our opinion is not modified in respect of this matter.

For N. C. BANERJEE & CO.

Chartered Accountants

(Firm Regn. No: 302081E)

(CA. M.C.Kodali)

Partner

Membership No. -056514

(UDIN:- 25056514BMJNJE8140)

Place : KOLKATA

Date : 17.07.2025

Annexure - B: Additional Directions under section 143 (5) of the Companies Act 2013

Directions of CAG under Section 143(5) of The Companies Act, 2013 on the basis of our audit of standalone financial statements of Andrew Yule and Company Limited for the FY 2024-25.

ANDREW YULE & CO. LTD:

We give below the answer to the questions and information asked for in the above mentioned directions:

S.N. Directions	Our Answer
1. Whether the Company has system in place to process all the accounting transactions through IT system.? If yes, the implications of processing the accounting transactions outside IT system on the integrity of the accounts along with the financial implications , if any, may be stated.	The Company does not presently possess an ERP accounting system or a fully integrated IT system among its units and Head Office and as such, necessary accounting integration is being done through separate data entry mode and by applying Consolidated IT software. The method adopted by the Company leaves a scope of absence of data integrity, thereby increasing the risk.
2. Whether there is any restructuring of an existing loan or cases ofwaiver/write off of debts/loans/interests etc. made by a lender to the Company due to the Companys inability to repay the loan? If yes, the financial impact may be stated. Whether such cases are properly accounted for? (In case the lender is a government company, then this direction is also applicable for statutory auditor of lender company)	There is no instance of restructuring/waiver/write offs of existing loans availed by the Company.
3. Whether funds (grants/subsidy etc) received/receivable for specific schemes from Central/State Government or its agencies were properly accounted for/utilized as per its terms and conditions? List the cases of deviation.	All funds received/receivable for specific schemes from Central/State Agencies were properly accounted for under Note No. 22 relating to the head of “Other non current liabilities”

Yule Engineering Limited

S.N. Directions	Reply of Auditor
1. Whether the Company has system in place to process all the accounting transactions through IT system.? If yes, the implications of processing the accounting transactions outside IT system on the integrity of the accounts along with the financial implications , if any, may be stated.	Yes, The company was using Tally software (silver edition) for recording accounting transactions. Impact on financial statement is -Nil
2. Whether there is any restructuring of an existing loan or cases of waiver/write off of debts/loans/interests etc.made by a lenderto the Company due to the Companys inability to repay the loan? If yes, the financial impact may be stated.	There is no restructuring of an existing loan or cases of waiver /write off of debts/loans/interest etc made by a lender to the company due to the companys inability to repay the loan.
3. Whether funds received/receivable for specific schemes from Central/State Government or its agencies were properly accounted for/utilized as per its terms and conditions? List the cases of deviation.	As per information and explanation provided to us there is no funds received /receivable for specific schemes from Central/State Agencies.

Yule Electrical Limited

S.N. Directions	Reply of Auditor
1. Whether the Company has system in place to process all the accounting transactions through IT system.? If yes, the implications of processing the accounting transactions outside IT system on the integrity of the accounts along with the financial implications , if any, may be stated.	As per the information & explanations given to us, the Company has a system in place to process all the accounting transactions through IT system. The accounts have been maintained through Tally accounting software on the computer. Based on the audit procedures carried out and as the information & explanations given to us, no accounting transactions have been processed/carried outside the IT system. However, the Company has not yet implemented the audit trail (edit log) feature in its software.
2. Whether there is any restructuring of an existing loan or cases of waiver/write off of debts/loans/interests etc.made by a lender to the Company due to the Companys inability to repay the loan? If yes, the financial impact may be stated.	Based on the audit procedures carried out and as per the information and explanations given to us, there was no restructuring of existing loans or case of waiver/write off debts/loans/interest etc. made by the lender to the auditee company due to companys inability to repay the loan.
3. Whether funds received/receivable for specific schemes from Central/State agencies were properly accounted for/utilized as per its terms and conditions? List the cases of deviation.	Based on the audit procedures carried out and as per the information and explanations given to us, there was no funds received/receivable for specific scheme from central/state agencies.

 

For N. C. BANERJEE & CO.

Chartered Accountants

(Firm Regn. No: 302081E)

(CA. M.C.Kodali)

Partner

Membership No. -056514

(UDIN:- 25056514BMJNJE8140)

Place : KOLKATA

Date : 29/05/2025