To the Members of
Game Changers Texfab Limited
(formerly Game Changers Texfab Private Limited)
CIN: L14101DL2015PLC278723
3656-P, No. 21, Hathi Khanna, Bahadur Garh Road, Delhi 110006
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Game Changers
Texfab Limited ("the
Company"), which comprise the Balance Sheet as at March 31, 2026, the Statement of
Profit and Loss (including
Other Comprehensive Income), the 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
material accounting policies
and other explanatory information (hereinafter referred to as "the standalone
financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid
standalone financial 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 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 March 31,
2026, its profit including other comprehensive income, the changes in equity and its cash
flows for the year ended
on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (" 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 thereunder, 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 matters in the notes to the standalone financial statements:
(a) Note 57(xv), to the financial statements, which states that the balances of
trade receivables, trade payables,
loans and advances, unsecured loans and other current liabilities are subject to
confirmation and
reconciliation. The consequential adjustments, if any, arising on such confirmation and
reconciliation are
presently not ascertainable.
(b) Note 21(b.2) and Note 21(f), which describe the Initial Public Offer completed
by the Company on
November 4, 2025 aggregating Rs5,483.52 lakhs and the object-wise utilisation of the
proceeds thereof. As
at March 31,2026, proceeds aggregating ^ 1,514.83 lakhs remained unutilised and are held
in fixed deposits
with a scheduled bank and public issue account maintained by Axis Bank, pending deployment
towards
the objects stated in the Prospectus.
(c) Note 50 to the financial statements, which describes the contingent liabilities
of the Company as at March
31, 2026, comprising an outstanding income-tax demand of Rs. 394.24 lakhs and a demand of
Rs. 10.98
lakhs raised under section 74 of the Central Goods and Services Tax Act, 2017, against
which the Company
has preferred an appeal before the appropriate appellate authority. Based on the
assessment made by
management and the professional advice obtained by it, no provision has been considered
necessary in
respect of these matters. The ultimate outcome of these proceedings cannot presently be
determined with
certainty.
Our opinion is not modified in respect of the above matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the
standalone financial statements for the financial year ended March 31, 2026. 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. In addition to the matters described
in the "Emphasis of Matter"
section, we have determined the matters described below to be the key audit matters to be
communicated in our
report.
| Key Audit Matter | How our audit addressed the Key Audit Matter |
| 1. Recoverability of trade receivables and measurement of the expected credit loss allowance | Our audit procedures included, but were not limited to, the following: |
| Refer to Note 2 (Material accounting policies - Impairment of financial assets), Note 17 (Trade receivables) and Note 45 (Financial risk management - Credit risk) to the financial statements. | - Evaluated the companys accounting policy and controls relating to trade receivables and expected credit losses. |
| As at March 31,2026, the Company had trade receivables of Rs. 4,896.05 lakhs, net of an expected credit loss allowance of Rs. 57.37 lakhs, compared with Rs. 2,664.05 lakhs as at March 31, 2025. The increase was primarily in line with the growth in the companys business. The average collection period increased to 99.44 days from 69.22 days in the previous year. | - Re-performed the ageing analysis and reconciled the same with the underlying records and general ledger. |
| The ageing of trade receivables includes balances of Rs. 323.66 lakhs outstanding for one to two years and credit- impaired balances of Rs. 49.02 lakhs. The company continues to monitor these balances and has undertaken appropriate recovery measures, including legal action in certain cases. | - Re-computed the expected credit loss allowance and assessed the reasonableness of the assumptions and historical loss experience used. |
| The Company applies the simplified approach under Ind AS 109 and recognises lifetime expected credit losses using a provision matrix. The assessment considers ageing, historical collection experience, customer-specific circumstances and subsequent receipts. Considering the significance of the balance and the judgement involved in determining the allowance, we considered this to be a key audit matter. | - Obtained customer confirmations for selected balances and performed alternative procedures where confirmations were not received. |
| - Examined subsequent receipts and reviewed recovery actions and relevant legal documentation for selected overdue balances. | |
| Assessed the adequacy of the related disclosures in the standalone financial statements. | |
| 2. Utilisation of proceeds of the Initial Public Offer and related disclosures | Our audit procedures included, but were not limited to, the following: |
Refer to Note 21 (Equity share capital), Note 21(f) (Utilisation of IPO proceeds), Note 22(a) (Other equity - Securities premium) and Note 19 (Other current financial assets) to the standalone financial statements. |
- Traced the gross proceeds of the offer to the basis of allotment, the allotment records of the registrar to the issue, the escrow and public issue account bank statements and the listing and trading approvals issued by BSE Limited. |
| During the year, the Company completed its Initial Public Offer of 53,76,000 equity shares at an issue price of Rs. 102 per share, aggregating Rs. 5,483.52 lakhs. The equity shares were listed on the SME Platform of BSE Limited with effect from November 4, 2025. | - Verified the object-wise utilisation of the offer proceeds up to March 31, 2026 against the objects and the estimated schedule of deployment set out in the Prospectus, by examining the underlying invoices, agreements, bank statements and approvals for each category of utilisation. |
| Share issue expenses of Rs.626.95 lakhs have been adjusted against the Securities Premium Account in accordance with Section 52 of the Act. As at March 31, 2026, the unutilised portion of the offer proceeds was temporarily placed in the Public Issue Account maintained with Axis Bank, amounting to Rs.14.83 lakhs, and in fixed deposits with a scheduled bank, amounting to Rs.1,500.00 lakhs. Interest income of Rs.36.74 lakhs was recognised on such fixed deposits | - Examined the minutes of the meetings of the Board of Directors and of the Audit Committee to verify that the utilisation and the temporary deployment of unutilised proceeds were reviewed and approved in accordance with Regulation 18(3) of the SEBI Listing Regulations. |
| The utilisation of the offer proceeds is being carried out in accordance with the objects stated in the Prospectus and applicable regulatory requirements. Considering the significance of the amount raised and the related disclosures, we considered this matter to be a key audit matter. | - Verified the statements of deviation or variation in the utilisation of the offer proceeds submitted to the stock exchange under Regulation 32 of the SEBI Listing Regulations and reconciled the amounts reported therein with the books of account. |
| - Examined the nature of the share issue expenses charged against the securities premium account and assessed their eligibility for such adjustment under section 52 of the Act, including the segregation of expenses attributable to the fresh issue. | |
| - Obtained direct confirmations from the bank in respect of the fixed deposits, verified the original deposit receipts and independently re-computed the interest income accrued thereon. | |
| - Assessed the classification of the unutilised proceeds between current investments and other current financial assets by reference to the original maturity and intended period of holding. | |
| - Assessed the adequacy of the disclosures in the Standalone financial statements relating to the offer, the utilisation of the proceeds, the unutilised balances and the form in which such unutilised balances are held. | |
| 3. Existence and valuation of inventories | Our audit procedures included, but were not limited to, the following: |
Refer to Note 2 (Material accounting policies - Inventories) and Note 15 (Inventories - Stock in trade) to the standalone financial statements. |
- Evaluated relevant controls over the receipt, movement, physical verification and valuation of inventories. |
| Inventories of the company, comprising stock in trade of fabric and fabric products, amounted to Rs. 1,974.43 lakhs as at March 31, 2026, compared with Rs. 1,627.49 lakhs as at March 31, 2025. The average inventory holding period was 61.38 days during the year compared with 56.11 days in the previous year. | - Reviewed managements physical verification process and attended physical verification at selected locations on a test basis. |
| Inventories are measured at the lower of cost and net realisable value. Considering the nature of the companys business, the assessment of net realisable value and identification of slow-moving inventory require consideration of current selling prices, inventory ageing and historical movement. | - Performed independent test counts and reconciled the physical verification results with the underlying inventory records. |
| Inventory is maintained at various locations, including warehouses, retail outlets and third-party processors. Considering the significance of the balance and the procedures involved in establishing its existence and valuation, we considered this matter to be a key audit matter. | - Obtained confirmations for inventories held with third- party processors and performed appropriate roll- forward or roll-back procedures, where applicable. |
| - Performed cut-off procedures for purchases and sales around the reporting date. | |
| - Tested the cost of selected inventory items with reference to purchase invoices and other supporting documents. | |
| - Assessed the net realisable value of selected inventory items with reference to subsequent selling prices and considered the ageing and movement of inventory for | |
| - Assessed the adequacy of the related disclosures in the standalone financial statements. | |
| 4. Accounting for leases under Ind AS 116, including lease modifications, terminations and the related impairment of leasehold improvements | Our audit procedures included, but were not limited to, the following: |
Refer to Note 2 (Material accounting policies - Leases), Note 6 (Right-of-use assets), Note 24 and Note 28 (Lease liabilities), Note 40 (Other expenses) and Note 47 (Ind AS 116 - Leases) to the standalone financial statements. |
- Obtained the listing of lease arrangements and tested its completeness with reference to lease agreements, rent payments and other relevant records. |
| As at March 31,2026, the company had right-of-use assets of Rs. 466.67 lakhs and lease liabilities of Rs. 437.12 lakhs in respect of retail showrooms, office premises and related facilities. | - Examined selected lease agreements and assessed the identification of leases, lease terms and extension or termination options under Ind AS 116. |
| During the year, the company recognised additions to right- of-use assets of Rs. 451.20 lakhs and deletions of Rs. 351.45 lakhs, principally in connection with opening of New Store at Mega Mall, Gurugram and closure of Operation at Golf Course Road, Gurugram. | - Assessed the reasonableness of the incremental borrowing rates used in determining lease liabilities. |
| The accounting for leases under Ind AS 116 involves assessment of lease terms, extension or termination options and the applicable discount rate. Lease modifications and terminations during the year also required consideration of the related accounting treatment and impairment indicators for assets at vacated premises. | - Re-computed selected right-of-use assets and lease liabilities, including amortisation and finance costs, and reconciled the movements with the underlying records. |
| Considering the extent of lease activity during the year and the judgements involved in applying Ind AS 116, we considered this matter to be a key audit matter. | - Examined lease modifications, terminations and rent concessions during the year and assessed the related accounting treatment. |
| - Evaluated the assessment of impairment indicators relating to assets at vacated premises and tested the impairment loss recognised, where applicable. | |
| - Verified selected lease-related balances, including security deposits, and assessed the related disclosures under Ind AS 116 and Ind AS 107. |
Information Other than the standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other
information comprises the
information included in the Boards Report including annexures thereto, the Management
Discussion and Analysis
and the Corporate Governance Report, but does not include the standalone financial
statements, and our auditors
reports thereon. The other information is expected to be made available to us after the
date of this auditors report.
Our opinion on the standalone 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. When we read the other information, if we
conclude that there is a
material misstatement therein, we are required to communicate the matter to those charged
with governance and
take necessary actions as applicable under the applicable laws and regulations.
Responsibilities of Management and Those Charged with Governance for the Standalone
Financial
Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to
the preparation of these standalone financial statements that give a true and fair view of
the state of affairs, profit
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 specified under
section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company 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 the accuracy and
completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible
for assessing the 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 the 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 is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are
free from 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 control relevant to the audit in order to design
audit procedures that are
appropriate in the circumstances. Under section 143 (3)(i) of the Act, we are also
responsible for expressing
our opinion on whether the Company has adequate internal financial controls with reference
to standalone
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 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 standalone financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the standalone
financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified
misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing
of the audit and 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 for the financial year
ended March 31, 2026 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
Annexure A" a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. As required by section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the
best of our knowledge
and belief were necessary 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, the
Statement of Changes in Equity and the Statement of Cash Flows 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 read with the Companies (Indian
Accounting
Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the directors as on
March 31, 2026 and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31,
2026 from
being appointed as a director in terms of section 164(2) of the Act;
f. With respect to the matters to be included in the Auditors Report under Rule 11
of the Companies
(Audit and Auditors) Rules, 2014, as amended, we have nothing further to report except as
stated in
paragraph 3 below.
g. With respect to the adequacy of the internal financial controls with reference to
standalone financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate
Report in "Annexure B" to this report. Our report expresses an unmodified
opinion on the adequacy
and operating effectiveness of the Companys internal financial controls with reference to
standalone
financial statements;
3. 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:
a. The Company has disclosed the impact of pending litigations on its financial
position in its standalone
financial statements - refer Note 50 and Note 57(xiii) to the standalone financial
statements;
b. The Company did not have any long-term contracts including derivative contracts
for which there were
any material foreseeable losses;
c. There were no amounts which were required to be transferred to the Investor
Education and Protection
Fund by the Company;
d. The management has represented that, to the best of its knowledge and belief, as
disclosed in Note
57(ix) to the standalone financial statements, 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 of the Ultimate Beneficiaries;
e. The management has represented that, to the best of its knowledge and belief, as
disclosed in Note
57(x) to the standalone financial statements, 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 of the Ultimate
Beneficiaries;
f. Based on such audit procedures as we 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
(d) and (e) above contain any material misstatement;
g. The Company has neither declared nor paid any dividend during the year and
accordingly, reporting
on compliance with section 123 of the Act is not applicable;
h. Based on our examination, which included test checks, carried out in accordance
with the
Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit
and
Auditors) Rules, 2014 issued by the Institute of Chartered Accountants of India, the
Company has
used accounting software for maintaining its books of account which has a feature of
recording audit
trail (edit log) facility, and the same has operated throughout the year for all relevant
transactions
recorded in the software, except that the audit trail feature was not enabled at the
database level to log
any direct data changes for the accounting software used for maintaining the books of
account. Further,
during the course of our audit, we did not notice any instance of the audit trail feature
having been
tampered with. Additionally, the audit trail has been preserved by the Company as per the
statutory
requirements for record retention.
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 1 under "Report on Other Legal and Regulatory
Requirements" of our report of
even date to the members of Game Changers Texfab Limited on the standalone financial
statements as of
and for the year ended March 31, 2026
To the best of our information and according to the explanations provided to us by the
Company and the books of
account and records examined by us in the normal course of audit, we state that:
i. In respect of the Companys Property, Plant and Equipment, Right-of-Use assets and Intangible Assets:
(a) A. The Company has maintained proper records showing full particulars, including
quantitative
details and situation, of Property, Plant and Equipment and relevant details of
Right-of-Use
assets.
(a) B. The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has a programme of physical verification of Property, Plant and
Equipment and Right-
of-Use assets so as to cover all the assets once in a period of three years, which, in our
opinion, is
reasonable having regard to the size of the Company and the nature of its assets. Pursuant
to the
programme, certain Property, Plant and Equipment were physically verified by the
management
during the year. According to the information and explanations given to us, no material
discrepancies
were noticed on such verification other than assets carried at the Golf Course Road
premises in
respect of which an impairment loss of Rs40.77 lakhs has been recognised consequent upon
relocation
of operations, and which has been properly dealt with in the books of account - refer Note
40(a) to
the standalone financial statements.
(c) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, the Company does not own any immovable property (other than
properties
where the Company is the lessee and the lease agreements are duly executed in favour of
the
Company). The building constructed by the Company on leasehold land is disclosed under
Right-of-
Use assets in Note 6 to the standalone financial statements. Accordingly, reporting under
clause
3(i)(c) of the Order is not applicable.
(d) The Company has not revalued any of its Property, Plant and Equipment (including
Right-of-Use
assets) or intangible assets during the year, the Company having adopted the cost model as
its
accounting policy for the entire class of such assets. Accordingly, reporting under clause
3 (i)(d) of
the Order is not applicable.
(e) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, no proceedings have been initiated during the year or are pending
against
the Company as at March 31,2026 for holding any benami property under the Prohibition of
Benami
Property Transactions Act, 1988 (as amended) and the rules made thereunder - refer Note
57(iii) to
the standalone financial statements. Accordingly, reporting under clause 3(i)(e) of the
Order is not
applicable.
ii. In respect of the Companys inventory and working capital limits:
(a) The inventory of the Company, comprising stock-in-trade, has been physically
verified by the
management during the year. In our opinion, having regard to the size of the Company and
the nature
of its business, the coverage and procedure of such verification by the management is
appropriate.
No discrepancies of 10% or more in the aggregate for each class of inventory were noticed
on such
physical verification. In respect of inventories lying with third parties, confirmations
have been
obtained by the management as at the reporting date.
(b) According to the information and explanations given to us and based on our
examination of the
records of the Company, the Company has been sanctioned working capital limits in excess
of Rs5
crore in aggregate from banks during the year on the basis of security of current assets.
The
sanctioned working capital limit is Rs2,500 lakhs from Axis Bank Limited (refer Note 27
and Note 60
to the standalone financial statements). The quarterly returns/statements submitted to the
said bank
are based on the books and records maintained by the Company. Certain differences were
noted
between the amounts reported in such quarterly returns/statements and the corresponding
amounts
as appearing in the books of account as at the respective quarter ends. As explained and
represented
by the Management, such differences are primarily attributable to the fact that the
quarterly
returns/statements were prepared and submitted before completion of the financial
statement closure
and reconciliation process for the respective quarters. The said differences were
subsequently
identified and considered during the finalisation of the financial statements. The Company
has not
been sanctioned working capital limits from any financial institution other than the
aforesaid bank.
iii. During the year the Company has made an investment of Rs8.00 lakhs in the equity
shares of Game Changers
Retails Private Limited, its subsidiary, and an investment of Rs500.00 lakhs in units of a
liquid mutual fund.
The Company has not granted any loans or advances in the nature of loans, secured or
unsecured, and has
not stood guarantee or provided security to any company, firm, Limited Liability
Partnership or any other
party during the year. In respect thereof:
(a) Since the Company has not granted any loans or advances in the nature of loans
and has not stood
guarantee or provided security to any entity during the year, reporting under clause
3(iii)(a) of the
Order is not applicable.
(b) In our opinion and according to the information and explanations given to us,
the investments made
by the Company during the year are, prima facie, not prejudicial to the Companys
interest.
(c) The Company has not granted any loans or advances in the nature of loans during
the year and
accordingly, reporting on the schedule of repayment of principal and payment of interest
under clause
3(iii)(c) of the Order is not applicable.
(d) There are no amounts overdue for more than ninety days in respect of loans or
advances in the nature
of loans granted by the Company, no such loans or advances having been granted.
Accordingly,
reporting under clause 3(iii)(d) of the Order is not applicable.
(e) No loan or advance in the nature of loan granted by the Company has fallen due
during the year and
accordingly, reporting under clause 3(iii)(e) of the Order relating to renewal, extension
or fresh loans
granted to settle the overdues of existing loans is not applicable.
(f) The Company has not granted any loans or advances in the nature of loans which
are repayable on
demand or without specifying any terms or period of repayment - refer Note 57 (ii) to the
standalone
financial statements. Accordingly, reporting under clause 3(iii)(f) of the Order is not
applicable.
iv. In our opinion and according to the information and explanations given to us, the
Company has complied
with the provisions of sections 185 and 186 of the Act in respect of the investment made
during the year.
The Company has not granted any loan, provided any guarantee or given any security covered
under section
185 of the Act.
v. According to the information and explanations given to us and based on our
examination of the records of
the Company, the Company has not accepted any deposits or amounts which are deemed to be
deposits
during the year within the meaning of Sections 73 to 76 and other relevant provisions of
the Companies
Act, 2013 and the rules framed thereunder. Accordingly, the requirements relating to
compliance with the
provisions of Sections 73 to 76 of the Act and the rules framed thereunder are not
applicable to the
Company. No order has been passed by the Company Law Board or the National Company Law
Tribunal
or the Reserve Bank of India or any court or any other tribunal in respect of deposits
accepted by the
Company.
vi. The Central Government has not prescribed the maintenance of cost records under
sub-section (1) of section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 in respect of
the trading
activity carried on by the Company. Accordingly, reporting under clause 3(vi) of the Order
is not applicable.
vii. In respect of statutory dues:
(a) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, amounts deducted or accrued in the books of account in respect of
undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees
State
Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues, to the
extent
applicable, have generally been regularly deposited by the Company with the appropriate
authorities,
though there have been delays in a number of cases. Interest on shortfall in the deposit
of advance
tax, tax deducted at source and duty of customs aggregating ^51.37 lakhs and penalties
aggregating
Rs10.53 lakhs have been charged to the Statement of Profit and Loss during the year -
refer Note 38
and Note 40 to the standalone financial statements. There were-- no undisputed amounts
payable in
respect of the aforesaid statutory dues in arrears as at March 31, 2026 for a period of
more than six
months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, there are no statutory dues referred to in sub-clause (a) above
which have
not been deposited on account of any dispute, except the following:
Name of the Statute |
Nature of Dues | Period to which the amount relates |
Amount (Rs in lakhs) |
Forum where dispute is pending |
The Income-tax Act, 1961 |
Income tax | Assessment Year 2018-19 (Financial Year 2017-18) |
394.24 | Commissioner of Income-tax (Appeals) / National Faceless Appeal Centre |
The Central Goods and |
Goods and Services Tax demand raised under section 74 |
As stated in the order of the Delhi Goods and Services Tax Department |
10.98 | Appellate Authority under the Goods and Services Tax law |
viii. According to the information and explanations given to us and on the basis of our
examination of the records
of the Company, there are no transactions which were not recorded in the books of account
which have
been surrendered or disclosed as income during the year in the tax assessments under the
Income-tax Act,
1961 - refer Note 57(xi) to the standalone financial statements. Accordingly, reporting
under clause 3(viii)
of the Order is not applicable.
ix. In respect of borrowings:
(a) According to the information and explanations given to us and on the basis of
our examination of the
records of the Company, the Company has not defaulted in the repayment of loans or other
borrowings or in the payment of interest thereon to any lender during the year.
(b) According to the information and explanations given to us and on the basis of
our audit procedures,
the Company has not been declared a wilful defaulter by any bank or financial institution
or
Government or any Government authorit.
(c) The Company has not raised any term loan during the year. The term loans
obtained in earlier years
were repaid in full during the year and were, in our opinion, applied for the purposes for
which they
were obtained. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable
for the
year.
(d) According to the information and explanations given to us and on an overall
examination of the
standalone financial statements of the Company, we report that no funds raised on
short-term basis
during the year have been used for long term purposes by the Company.
(e) According to the information and explanations given to us and on an overall
examination of the
standalone financial statements of the Company, the Company has not taken any funds from
any
entity or person on account of or to meet the obligations of its subsidiary. The Company
does not
have any associate or joint venture.
(f) According to the information and explanations given to us and the procedures
performed by us, the
Company has not raised any loans during the year on the pledge of securities held in its
subsidiary.
Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable.
x. In respect of moneys raised by way of public offer and preferential allotment:
(a) The Company has, during the year, raised moneys by way of an Initial Public Offer
of 53,76,000
equity shares of Rs10 each at a premium of Rs92 per share, aggregating Rs5,483.52 lakhs,
and the equity
shares of the Company have been listed on the SME Platform of BSE Limited with effect from
November 4, 2025. Of the said proceeds, Rs3,972.03 lakhs has been utilised up to March 31,
2026 and
the unutilised balance of Rs1,514.83 lakhs has been temporarily deployed in fixed deposits
with a
scheduled bank and public issue account maintained by Axis Bank. Except for the deployment
towards issue expenses in excess of the amount estimated in the Prospectus and the
corresponding
shortfall in deployment against the remaining objects, as disclosed in Note 21(f) to the
standalone
financial statements, the moneys raised have, prima facie, been applied for the purposes
for which
they were raised. The Company has not raised any moneys by way of a further public offer
(including
debt instruments) during the year.
(b) According to the information and explanations given to us and on the basis of our
examination of the
records of the Company, the Company has not made any preferential allotment or private
placement
of shares or of fully, partly or optionally convertible debentures during the year.
Accordingly,
reporting under clause 3(x)(b) of the Order is not applicable.
xi. In respect of fraud:
(a) Based upon the audit procedures performed by us and considering the principles of
materiality set
out in the Standards on Auditing, for the purpose of reporting the true and fair view of
the standalone
financial statements, and according to the information and explanations given to us, we
have neither
come across any instance of fraud by the Company or any fraud on the Company that has been
noticed or reported during the year, nor have we been informed of any such case by the
management
during the course of our audit.
(b) According to the information and explanations given to us, no report under
sub-section (12) of section
143 of the Act has been filed by us or, to our knowledge, by any other auditor in Form
ADT-4 as
prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the
Central
Government during the year and up to the date of this report.
(c) According to the information and explanations given to us, no whistle-blower
complaints were
received by the Company during the year.
xii. The Company is not a Nidhi Company as prescribed under section 406 of the Act.
Accordingly, reporting
under clauses 3(xii)(a), (b) and (c) of the Order is not applicable.
xiii. In our opinion and according to the information and explanations given to us and
on the basis of our
examination of the records of the Company, all transactions with related parties are in
compliance with
sections 177 and 188 of the Act, where applicable, and the details of such transactions
have been disclosed
in the standalone financial statements as required by Ind AS 24, Related Party Disclosures
- refer Note
51 to the standalone financial statements.
xiv. In respect of internal audit:
(a) In our opinion and 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) We have considered the internal audit reports issued to the Company for the period
under audit and
made available to us up to the date of this report.
xv. In our opinion and according to the information and explanations given to us, the
Company has not entered
into any non-cash transactions with its directors or persons connected with them during
the year and
accordingly, the provisions of section 192 of the Act are not applicable. Accordingly,
reporting under clause
3(xv) of the Order is not applicable.
xvi. In respect of registration under the Reserve Bank of India Act, 1934:
(a) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act,
1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance
activities during
the year. Accordingly, reporting under clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company ("CIC") as defined in the
regulations made by the
Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not
applicable.
(d) According to the information and explanations given to us and the representations
made by the
management, the Group does not have any Core Investment Company as part of the Group.
Accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred any cash losses in the financial year covered by our
audit or in the
immediately preceding financial year. The Company earned a profit after tax of ^ 1,823.58
lakhs during the
year (previous year: ^ 1,206.51 lakhs).
xviii. There has been no resignation of the statutory auditors of the Company during
the year. Accordingly,
reporting under clause 3(xviii) of the Order is not applicable.
xix. According to the information and explanations given to us and 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 standalone financial statements, our knowledge of the Board of Directors
and
management plans and based on our examination of the evidence supporting the assumptions,
nothing has
come to our attention, which causes us to believe that any material uncertainty exists as
on the date of the
audit report that the Company is not 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. We,
however, state that
this is not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts up to the date of the audit
report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one
year from the balance
sheet date, will get discharged by the Company as and when they fall due.
xx. In respect of Corporate Social Responsibility, the Company was required to spend ^
15.24 lakhs during the
year under section 135(5) of the Act and has spent Rs15.30 lakhs. Accordingly, there is no
amount remaining
unspent under sub-section (5) of section 135 of the Act, either in respect of other than
ongoing projects
requiring transfer to a Fund specified in Schedule VII to the Act in compliance with the
second proviso to
sub-section (5) of section 135 of the Act, or in respect of any ongoing project requiring
transfer to a special
account in compliance with the provisions of sub-section (6) of section 135 of the Act.
Accordingly,
reporting under clauses 3(xx)(a) and 3(xx)(b) of the Order is not applicable
For P B S K G & Company
Chartered Accountants
Firm Registration No.: 024350N
Sd/-
CA Tarun Gupta
Partner
Membership No.: 515592
Peer Review Certificate No.: 017980
UDIN: 26515592WITBNC3129
Place: New Delhi
Date: May 06, 2026
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause
(i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to standalone financial
statements of Game Changers
Texfab Limited ("the Company") as of March 31, 2026 in conjunction with our
audit of the standalone financial
statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management and the Board of Directors are responsible for establishing
and maintaining internal
financial controls based on the internal control with reference to financial statements
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 ("the
Guidance Note"). 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 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
Our responsibility is to express an opinion on the Companys internal financial
controls with reference to standalone
financial statements based on our audit. We conducted our audit in accordance with the
Guidance Note and the
Standards on Auditing prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal
financial controls with reference to standalone financial statements. 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 standalone financial
statements were established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial
controls with reference to standalone financial statements and their operating
effectiveness. Our audit of internal
financial controls with reference to standalone financial statements included obtaining an
understanding of internal
financial controls with reference to standalone 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 standalone financial statements, whether due to fraud or error.
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 controls system with reference to standalone
financial statements.
Meaning of Internal Financial Controls with reference to Standalone Financial Statements
A companys internal financial controls with reference to standalone financial
statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of standalone
financial statements for external purposes in accordance with generally accepted
accounting principles. A
companys internal financial controls with reference to standalone 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 standalone financial statements in
accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made
only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could
have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to
standalone 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 standalone financial statements to future periods are subject to the
risk that the internal financial
controls with reference to standalone financial statements may become inadequate because
of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system with
reference to standalone financial statements and such internal financial controls with
reference to standalone
financial statements were operating effectively as at March 31, 2026, based on the
internal control with reference
to financial statements criteria established by the Company considering the essential
components of internal control
stated in the Guidance Note on Audit of Internal F inancial Controls Over F inancial
Reporting issued by the Institute
of Chartered Accountants of India.
We draw attention to the fact that the Company was first listed during the year and
that its internal financial controls
framework, including its information technology general controls relating to user access
management, periodic user
access reviews, change management, segregation of duties and business continuity and
disaster recovery, together
with its controls over the obtaining of periodic balance confirmations from customers and
suppliers referred to in
Note 57(xvi) to the standalone financial statements and its controls over the timely
deposit of statutory dues, require
further strengthening commensurate with the requirements applicable to a listed entity.
Our opinion is not modified
in respect of this matter.
For P B S K G & Company
Chartered Accountants
Firm Registration No.: 024350N
Sd/-
CA Tarun Gupta
Partner
Membership No.: 515592
Peer Review Certificate No.: 017980
UDIN: 26515592WITBNC3129
Place: New Delhi
Date: May 06, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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