PC Jeweller Ltd Auditor Reports

To the Members of

PC Jeweller Limited

Report on the Audit of the Standalone Financial Statements

1. We have audited the accompanying Standalone Financial Statements of PC Jeweller Limited (hereinafter referred to as the “Company”), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of changes in equity and Cash Flow Statement for the year then ended and Notes to the standalone financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the standalone financial statements).

2. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements gives a true and fair view in conformity with the applicable Indian Accounting Standards (‘Ind AS) prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with relevant rules issued there under, and other accounting principles generally accepted in India, of the standalone net profit and total comprehensive income, change in equity and its cash flow for the year ended on that date and other financial information of the company for the year ended 31st March, 2025 except for the possible effects of the matter described in para 4 below.

3. We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in ‘paragraph 12 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 (“the ICAI”) together with the ethical requirements that are, relevant to our audit of the Standalone Financial statements for the year ended March 31st, 2025 under the provisions of the Companies Act 2013 and the Rules 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

4. Basis for Qualified Opinion

(i) As explained in Note No. 50 to the accompanying standalone financial statements, the company during the financial year ended 31st March 2019 had provided discounts of 513.65 Crore to its export customers which had been adjusted against the revenues for the said year. The company had initiated the process to comply with the requirements of the Master Directions on Exports of Goods and Services issued by the Reserve Bank of India. Subsequently the company has obtained the approvals from the authorized dealer banks for reduction in receivables corresponding to discounts amounting to 330.49 Crore. For the remaining discounts of 183.16 Crore, in the absence of requisite approvals and material evidence related to such transactions, we are unable to ascertain any consequential effect of the above, if any, on the accompanying Statement. Auditors opinion for the year ended 31st March 2019, 31st March 2020, 31st March 2021, 31st March 2022, 31st March 2023, 31st March 2024, were also modified in respect of this matter. (ii) As explained in Note No. 51 of the accompanying standalone financial statements, with respect to provision for the expected credit loss / impairment relating to overdue overseas Trade Receivables of the company as required under Ind-As 109, Trade receivables as at 31st March 2025, inter alia, include outstanding from export customers net amounting 1512.03 crore. The export receivables have been outstanding for more than 9 months and have been restated as per the RBI exchange rate as on 31st March 2025. The Company has filed necessary applications with the requisite authority as per the regulations of the Foreign Exchange Management Act, 1999 for condonation of delays in repatriation of funds by its customers. However, as a mark of prudent accounting practices the company has computed and applied cumulative ECL on the outstanding export receivables of 265.10 crore as on 31st March 2025. Due to no realization as per scheduled expected dates from the export receivables and considering the initiation of legal route for recovery, we are unable to examine adequacy of the provision of expected credit loss and its consequential impact and adjustments on the accompanying statement.

Auditors opinion for the year ended 31st March 2023, 31st March 2024 was also modified in respect of this matter. (iii) A portion of the Companys inventory is under the custody of secured lenders pursuant to orders of the Honble DRT / DRAT and is not physically accessible for verification by the management or by us as auditors as at the Balance Sheet date. Accordingly, the physical verification/ inspection of the inventory at these locations could not be conducted neither by the management nor by the auditors as on the Balance Sheet date. Hence the inventory valuation is based on determination of estimated net realizable value or cost whichever is lower in accordance with the Indian Accounting Standards. The release of this inventory is contingent upon compliance with the terms of the Settlement Agreement executed with the secured lender(s) (which is expected to be released in upcoming quarters). Regarding Valuation of such stock, based on recent assessments and prevailing market conditions, there has been a positive movement in its estimated net realizable value. We have relied upon the valuation of the Inventory as certified and determined by the management which is in accordance with the Indian Accounting Standards.

Inviewoftheabove,weareunabletoexamineandexpress an opinion on inventory value and its consequential impact and adjustments on the accompanying financial statements.

Auditors opinion for the year ended 31st March 2023, 31st March 2024 was also modified in respect of this matter.

5. Emphasis of Matter

We draw attention to:

(i) As per Note No. 51 of the accompanying standalone financial statements, there is delay in receipt of proceeds denominated in foreign currency against export of goods made by the company to its overseas customers net amounting 1512.03 Crore as on 31st March 2025 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999. The management of the company has filed the necessary applications with the appropriate authority for condonation of such delays to regularize the default. Pending condonation of such delay by the appropriate authority, management is of the view that the possible penalties that may be levied are currently unascertainable and would not be material; accordingly, no consequential adjustments have been made to the accompanying statement with respect to such delay/default. In adherence to prudent accounting practices and as a precautionary measure, the Company has recognized a cumulative Expected Credit Loss (ECL) on outstanding receivables amounting to 265.10 crores as at 31st March 2025.

(ii) As per Note No. 8 of the accompanying standalone financial statements, due to significant increase in the operation efficiency of the company post one time settlement (OTS) management is confident that there is no such uncertainty w.r.t future taxable profits which existed before as a result company has recognised Deferred Tax Asset during the year ended 31st March 2025.

(iii) As per Note No. 30 of the accompanying financial statements, during the financial year ending 31st March 2025, the Company entered into a Joint Settlement Agreement dated 30th September 2024 with its Consortium Lenders. The Company did not recognize any finance costs for the nine months period ending 31st December 2024, as the settlement and related obligations were settled through the One Time Settlement (OTS) approvals and the final agreement executed in

September 2024. Accordingly, the Company made a payment of the Cash Consideration to the Consortium Lenders that it had to pay as per the timelines mentioned in the settlement agreement. In addition to this cash consideration, an interest component totalling 42.04 crore, as stipulated in the terms of the Agreement, was recognized and recorded as a finance cost for the year ending 31st March 2025.

We draw attention to Note No. 19 (iii) of the accompanying financial statements, wherein it is stated that the outstanding financial liability as per books of accounts is recognized net of payments made as per the terms of Joint Settlement Agreement and continues to be recognized pending final discharge in accordance with the applicable accounting standards.

a. As per Note No. 15 of the accompanying financial statements, for the year ended 31st March 2025, the Board of Directors of the Company vide a resolution passed by circulation on 17th March 2025, made preferential allotment of 51,71,14,620 fully paid-up equity shares having face value of 1/- each at an issue price of 29.20 /- per share to the Consortium Lenders comprising of 14 Banks, against part of their outstanding debts amounting to 1509.97 crores pursuant to the terms of the Joint Settlement Agreement dated 30th September 2024 entered into amongst the Company and Consortium Lenders.

(iv) As per Note No. 15 during the financial year ended 31st March 2025, the Companys preferential issue of Fully Convertible Warrants (“Warrants”) to Promoter Group and Non-Promoter, Public category entities were successfully completed. The issue was almost fully subscribed (99.89%) i.e. 48,08,02,500 Warrants amounting to an issue size of 2,702.11 crore. After receipt of stipulated amount i.e. 25% of the Issue Price per Warrant as subscription amount in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company allotted 11,50,00,000 Warrants on 30th September 2024 and 36,58,02,500 Warrants on 11th October 2024.

(v) As per Note No. 15 during the financial year ended 31st March 2025, the Board of Directors of the Company by means of resolutions passed by circulation on i) 15th October 2024 allotted 4,35,972 equity shares (face value

10/- each); ii) 30th October 2024 allotted 3,38,85,000 equity shares (face value 10/- each); iii) 12th November 2024 allotted 3,63,75,000 equity shares (face value 10/- each); iv) 29th November 2024 allotted 39,87,900 equity shares (face value 10/- each); and v) 19th December 2024 allotted 43,72,91,800 equity shares (face value 1/- each), upon conversion of Warrants after receipt of balance 75% of the Issue Price per Warrant.

(vi) We draw attention to Note No.23 and Note No. 25 of the financial statements, which describe that the Companys unpaid income tax liability of 81.26 crores as of 31 March 2024 has been adjusted against income tax refunds relating to Assessment Years 2015-16, 2016-17, and 2017-18. Additionally, interest income of 51.39 crores on such refunds has been recognized in the Statement of Profit and Loss for the year ended 31st March 2025.

Our opinion is not modified in respect of all these matters.

6. 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 of the current period. 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 Basis for Qualified Opinion as mentioned in para 4 section, we have determined that there are no other key audit matters to be communicated in our report.

7. Information other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the management discussion and analysis, Boards Report, but does not include the standalone financial statements and our auditors report thereon.

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 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.

8. Responsibilities of Management and those charged with Governance for Standalone Financial Statements

The Companys Board of Director is responsible for the 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian accounting standard 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 is 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 are also responsible for overseeing the financial reporting process of the Company.

9. Auditors Responsibilities for the Audit of the Standalone Financial Statements a) Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements for the year ended March 31st, 2025 as a whole is 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 this Standalone Financial Statements.

b) As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit we also: -

1. Identify and assess the risks of material misstatement of the Annual 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.

2. 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management.

4. Conclude on the appropriateness of the 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 Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor report to the related disclosures in the Statement 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.

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

6. Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Statements of the Company to express an opinion on the Annual Standalone Financial Statements.

c) Materiality is the magnitude of misstatements in the Annual Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in:

1. Planning the scope of our audit work and in evaluating the Statements of our work; and

2. Toevaluatethee_ectofanyidentifiedmisstatements in the Annual Standalone Financial Statements.

d) 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 de_ciencies 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 period 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.

10. Report on Other Legal and Regulatory Requirements

1. As required by section 197(16) of the Act, based on our audit and to the best of our information and according to the explanations given to us, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limit prescribed under Schedule V of the Act.

2. 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.

3. 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 purpose of our audit of the accompanying standalone financial statements, and 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 the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act except for the matter described in the Basis for Qualified Opinion section in para 4.

b. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in equity and the Standalone Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

c. On the basis of the written representations received from the directors and 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;

d. The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section.

e. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our Report in “Annexure B”

f. The management has represented that, to the best of its knowledge and belief, MSME creditors will be paid within regulatory time limits and that any necessary adjustments will be made accurately. In case of late payments, management must apply interest charges as required by regulations or agreements, ensuring fair compensation for delays. Management is also responsible for monitoring payment schedules and addressing any issues promptly.

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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The company, as detailed in Note 44 of the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31st March 2025;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2025.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the company during the year ended as at 31st March 2025.

4. a. The Management has represented that, to the best of its knowledge and belief, 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 or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall whether:

a. 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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall whether:

a. 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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on the audit procedures that have been 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

5. No dividend has been declared or paid during the year by the company.

6. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April 2023.

Based on our examination which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended 31st March 2025, which have 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. Further, during the course of audit, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the company as per statutory requirements for record retention.

Annexure A referred to in para ‘2 under ‘Report on other Legal and Regulatory Requirements section of our Report of even date to the members of PC Jeweller Limited, on the Standalone Financial Statements for the year ended 31st March 2025 i Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

a) i) The company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment (“PPE”) and relevant details of right-of use assets.

ii) The Company has maintained proper records showing full particulars of intangible assets.

b) The PPE and right-to-use assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the PPE and right-to-use assets is reasonable having regard to the size of the Company and the nature of its assets.

c) The title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

e) No proceedings have been initiated during the year or are pending against the Company as at 31st March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii a) Thephysicalverificationofinventoryhasbeenconducted by the management at reasonable intervals during the year. However, inventory lying at certain locations has been under the custody of the court pursuant to orders passed by the Honble Debt Recovery Tribunal (DRT) / Debt Recovery Appellate Tribunal (DRAT) since January 2023. Consequently, the management was unable to carry out physical verification of inventory at these specific locations as on the Balance Sheet date. In the absence of such verification, we are unable to comment on the existence or extent of any discrepancies, if any, in respect of the said inventory.

During the course of our audit, we carried out physical verification of high-value inventory items that were easily accessible at selected locations. Based on our verification procedures, no material discrepancies were observed during the course of such verification.

b) The Company has been sanctioned and has availed working capital limits in excess of 5 crore, in aggregate, from banks or financial institutions which are secured against current assets. The Limits enjoyed by the Company as on the beginning of the year were classified as non-performing asset. However, the Company successfully resolved the matter through a Joint Settlement Agreement. During the year, the company has submitted stock and debtors statement to the ASM appointed by the banks and those were in agreement with the books of account of the company. Statements for the quarter ended March 2025 were not submitted by the company as on the date of the report (Refer Note 53(d) of the accompanying standalone financial statements.

iii During the year, the company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties and hence reporting under clause 3(iii)(a), (b) & (f) of the Order is not applicable.

c) With respect to the loans granted by the Company in earlier years to its subsidiary company (namely, Luxury Products Trendsetter Private Limited) and to certain body corporates (namely, Shivani Sarees Private Limited and PC Universal Private Limited) having gross outstanding balance of 173.94 crore (as detailed in Note 6 of the accompanying standalone financial statements); and staff advances with an outstanding balance of 0.99 crore as of the balance sheet date, no schedule for the repayment of principal or payment of interest has been stipulated.

d) In absence of specific schedule of repayment of principal and payment of interest, we are unable to comment on the amount overdue for more than 90 days as at the balance sheet date as per clause 3(iii)(d) of the Order.

e) In absence of specific schedule of repayment of principal and payment of interest of its subsidiaries and employees, we are unable to comment on the amount fallen due during the year as per clause 3(iii) (e) of the Order. However, considering the doubtful recoverability, a provision for impairment of 2.19 crores and 140.32 crores is accounted up to 31st March 2025 against loans granted to its subsidiary (namely Luxury Products Trendsetter Private Limited) and body corporate (namely PC Universal Private Limited) and no advance has been written off during the year ended 31st March 2025.

iv In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 185 and 186 of the Companies Act in respect of loans and advances to subsidiary/ associate companies and investments made in subsidiary/ associate companies. The Company has not entered into any transaction covered under Sections 185 and 186 of the Act in respect of guarantees and security.

v Based on our scrutiny of the companys records and according to the information and explanation given to us, in our opinion, the Company has not accepted deposits or amounts which are deemed to be deposits, hence reporting under clause 3(v) of the Order is not applicable.

vi The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companys products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

vii According to the information and explanation given to us and according to the books and records as produced and examined by us, in our opinion:

a) The Company is generally regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, as applicable.

b) In our opinion and according to the information and explanation given to us, there are no arrear of undisputed statutory dues as on 31st March 2025 for a period of more than six months from the date they became payable. c) In our opinion and according to the information and explanation given to us, there are no statutory dues referred to in subclause (a) above which have not been deposited as on 31st March 2025 on account of any disputes except the following:

Name of the Statute	Nature of the Dues	Amount ( in crore)	Paid under Protest ( in crores)	Period to which it pertains	Forum at which case is pending	Remarks (if any)
Income-tax Act, 1961	Income-tax	0.19	-	AY 2009-10	Income-tax Appellate Tribunal.	Appeal preferred by the Dept.
Income-tax Act, 1961	Income-tax	29.74	-	AY 2015-16	Income-tax Appellate Tribunal.	Appeal preferred by the Dept.
Income-tax Act, 1961	Income-tax	35.72	-	AY 2016-17	Income-tax Appellate Tribunal.	Appeal preferred by the Dept.
Income-tax Act, 1961	Income-tax	46.42	-	AY 2017-18	Income-tax Appellate Tribunal.	Appeal preferred by the Dept.
Income-tax Act, 1961	Income-tax	3.40	-	AY 2018-19	Supreme Court	-
Customs Act, 1962	Custom duty	5.12	2.43	FY 2010-11	Custom, Excise and Service Tax Appellate Tribunal, New Delhi.
Rajasthan Value Added Tax Act, 2003	Value added tax	0.05	-	FY 2010-11	The Rajasthan High Court.	-
		0.44	-	FY 2011-12
		0.50	-	FY 2012-13
		2.73	-	FY 2013-14
		2.31	-	FY 2014-15
		2.21	-	FY 2015-16
The Haryana Goods & Services Tax Act, 2017	Goods & Services Tax	0.82*	0.04	FY 2018-19	Appellate Authority, Haryana GST	-
The Delhi Goods & Services Tax Act, 2017	Goods & Services Tax	0.55*	0.03	FY 2019-20	Appellate Authority, Delhi GST	-
* Including interest and penalty as on the date of order.

viii In our opinion and according to the information and explanation given to us, there were no transactions relating to previously unrecorded income that 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) As per the information and explanations given to us and on the basis of our audit procedures, during the financial year ended 31st March 2025, the Company entered into a Joint Settlement Agreement with its Consortium Lenders dated 30th September 2024, under which a One Time Settlement (OTS) was agreed and approved by the lenders. Pursuant to the terms of the settlement, the Company has duly made the payment of the Cash Consideration as per the timelines specified in the agreement. Further, in addition to the cash consideration, company also issued equity shares to its consortium lenders against their outstanding debts as per the joint settlement agreement. Accordingly, there were no defaults in the repayment of loans or borrowings (including interest thereon) to any lender as at the balance sheet date i.e., 31st March 2025.

(b) In our opinion and according to the information and explanation given to us, the Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) The company has not raised any term loan during the year.

(d) Based on an overall examination of the financial statements of the Company, the company has not raised and utilised any funds on short term basis which has been utilised for long term purposes.

(e) Based on an overall examination of the 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 subsidiaries.

(f) As informed to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries.

x (a) The Company has not raised moneys 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) During the year, the Company has made a preferential issue of fully convertible warrants having 48,13,42,500 which were almost fully subscribed (99.89%) 48,08,02,500 warrants. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section

42 and Section 62 of the Companies Act, 2013, with respect to the said preferential issue.

xi a) No material fraud by the company or on the company by its officers or employees has been noticed or reported during the year. Hence reporting under clause 3(xi) (a) of the Order is not applicable.

b) No report under sub-section (12) of section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c) In our opinion and according to the information and explanation given to us, no whistle blower complaints have been received by the Company during the year.

xii In our opinion, the company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii In our opinion, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and requisite details of such transactions have been disclosed in the standalone financial statements as required by the applicable Ind AS.

xiv a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv As informed to us, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi a) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) (a) of the Order is not applicable to the Company.

b) In our opinion, the company has not conducted any Non- Banking Financial or Housing Finance activities during the year. Accordingly, paragraph 3(xvi) (b) of the Order is not applicable to the Company.

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

d) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Accordingly, paragraph 3(xvi) (d) of the Order is not applicable to the Company.

xvii The Company has not incurred any cash loss during the current financial year. However, company has incurred cash losses amounting 673.61 crores during the immediately preceding financial year.

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 to the Company.

xix According to the information and explanations given to us and on the basis of our examination of the records of the company, we are of the opinion that no material uncertainty exists as on the date of the audit report that the company is capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date.

xx a) The reporting under clause 3(xx) (a) of the Order is not applicable for the year.

b) Details of unspent amount towards CSR under subsection (5) of section 135 of the Act, pursuant to ongoing project is given below. Refer Note 46 to the standalone financial statements.

Relevant financial Year	Amount identified for spending on CSR activities for ongoing project ( in Crore)	Unspent amount (in Crore)	Amount transferred to Special account till the date of our report ( in Crore)	Due date of transfer to the account	Actual date of transfer to the account	No. of days of delay
2020-21	6.50	6.50	Nil	30.04.2021	Not yet paid	Not yet paid
2021-22	0.94	0.94	Nil	30.04.2022

Annexure B to the Independent Auditors Report of even date on the Standalone Financial Statement of PC Jeweller Limited.

Report on the Internal Financial Controls over Financial Reporting under clause (i) of sub-section 3 of section 143 of the companies act, 2013 (“the Act”)

In conjunction with our audit of the standalone financial statements of the Company as of and for the year ended on 31st March 2025, we have audited the internal financial controls over financial reporting of PC Jeweller Limited (hereinafter referred to as the “the Company”), which is a company covered under the Act, as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

The Board of Directors of the Company, which is a company covered under the Act, are responsible for establishing and maintaining internal financial controls based on the internal financial controls 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 (‘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 the Companys 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 Companies Act, 2013.

Auditors Responsibility for the audit of the Internal Financial Controls with Reference to Financial Statements

Our responsibility is to express an opinion on the Companys, internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note 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 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 financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the 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 financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

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 include 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 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 financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

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

In our opinion and based on the consideration on internal financial controls with reference to financial statements of the company, which are covered under the Act, have in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31st March 2025, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For A H P N and Associates

Chartered Accountants

FRN: 009452N

Sd/-

FCA Navdeep Gupta

Partner

M.No. : 091938

Place : New Delhi

Dated : 25-05-2025

UDIN : 25091938BMJGFJ8469