Global Economic Overview
The global economy demonstrated resilience during Financial Year 2025-26 despite a challenging macroeconomic environment characterised by geopolitical uncertainties, persistent trade tensions, elevated borrowing costs and uneven recovery across major economies. Global economic activity remained relatively stable, supported by resilient domestic consumption, improving supply conditions, moderating inflation and continued investment in technology and infrastructure.
Global growth remained moderate during FY 2025-26, reflecting the impact of tighter financial conditions, subdued productivity growth, elevated public and private debt levels and increasing fragmentation in international trade and economic policies. While inflationary pressures moderated from the peaks witnessed in the post-pandemic period, inflation continued to remain above the desired levels in several economies, resulting in a cautious approach towards monetary policy.
The global economic environment during the year was influenced by the following key factors:
- Moderation in inflationary pressures and gradual improvement in global supply chains;
- High interest rates and elevated borrowing costs in several major economies;
- Continued geopolitical tensions and their impact on energy, commodity and trade flows;
- Increasing trade restrictions and fragmentation of global supply chains;
- Uneven recovery in advanced and emerging market economies;
- Continued investments in digitalisation, artificial intelligence, technology and infrastructure; and
- Greater emphasis on energy transition, sustainability and green investments.
The United States economy continued to demonstrate relative resilience, supported by robust consumer spending, a stable labour market and continued business investment. However, monetary policy remained relatively cautious in view of inflationary pressures and the need to maintain price stability.
The Eurozone economy experienced a comparatively subdued recovery, with weak industrial activity, relatively high energy costs and moderate consumer and business confidence continuing to affect economic activity. The economic performance across European economies remained uneven.
Emerging market and developing economies continued to account for a significant share of global growth. Several emerging economies benefited from resilient domestic demand, increasing infrastructure investment and improving manufacturing activity. However, these economies continued to face risks arising from capital flows, currency movements, commodity prices and global trade uncertainties.
Going forward, the global economic outlook is expected to remain stable but subject to significant downside risks. The pace of monetary easing, geopolitical developments, global trade policies, commodity prices and the performance of major economies will remain important factors influencing global economic activity. At the same time, technological advancement, digital transformation, artificial intelligence, infrastructure development and green investments are expected to create new opportunities for sustainable and long-term economic growth.
INDIAN ECONOMY
India continued to remain one of the fastest-growing major economies during Financial Year 2025-26. The Indian economy remained supported by strong domestic demand, resilient consumption, infrastructure development, government capital expenditure, improving private investment and the continued expansion of the services sector.
Economic growth remained broad-based, with services continuing to be the principal contributor to overall economic activity, while manufacturing and construction benefited from increased infrastructure spending, improving investment activity and policy initiatives aimed at strengthening domestic production and supply chains.
Key highlights of the Indian economy during FY 2025-26 include:
- Strong economic growth: India maintained a robust growth trajectory, supported by resilient domestic consumption, government expenditure on infrastructure and improving private-sector investment.
- Domestic consumption: Urban consumption remained an important driver of economic activity, while rural demand continued to improve with better agricultural conditions, income support and strengthening rural economic activity.
- Infrastructure development: Continued government focus on roads, railways, logistics, energy, urban infrastructure and other capital projects supported economic activity and generated opportunities across multiple sectors.
- Services sector: The services sector continued to be the principal engine of Indias economic growth. Information technology, digital services, financial services, telecommunications, professional services, healthcare, tourism and other service industries continued to contribute significantly to economic activity.
- Manufacturing: Manufacturing activity remained supported by government initiatives promoting domestic production, infrastructure development, improving supply-chain capabilities and increased focus on strengthening Indias position as a global manufacturing and export hub.
- Construction and real estate: Construction activity remained healthy, supported by public infrastructure expenditure, urbanisation and continued investment in residential and commercial projects.
- Agriculture and rural economy: The agricultural sector remained an important component of the Indian economy. Agricultural performance continued to be influenced by monsoon conditions, food production, commodity prices and rural income levels.
- Inflation: Inflationary pressures remained relatively contained compared with the elevated levels witnessed in the post-pandemic period. Improved supply conditions and policy measures supported price stability, although food prices and certain commodity prices remained subject to periodic volatility.
- Foreign investment: India continued to remain an attractive destination for foreign investment, supported by its large domestic market, improving infrastructure, digital ecosystem, policy reforms and initiatives aimed at enhancing the ease of doing business.
- Digital transformation: Rapid adoption of digital payments, digital public infrastructure, artificial intelligence, automation and technology-enabled business models continued to strengthen Indias economic and competitive position.
Overall, Indias economic fundamentals remained resilient during FY 2025-26. Strong domestic demand, continued infrastructure development, expanding services, improving manufacturing capabilities and increasing digitalisation are expected to support Indias growth prospects in FY 2026-27.
The outlook, however, remains subject to global economic conditions, geopolitical developments, commodity and energy prices, international trade policies, exchange-rate movements and global financial-market volatility. Continued policy support, structural reforms, private investment and sustained domestic consumption are expected to remain important drivers of Indias economic growth in the coming year.
Industry Overview
The Indian furniture and fixtures industry continued to witness steady growth during Financial Year 2025-26, supported by rising urbanisation, increasing household incomes, changing consumer preferences and continued development of the residential and commercial real estate sectors. The sector is undergoing a gradual shift from traditional and unorganised furniture markets towards organised retail, branded products and customised furniture solutions.
Demand for furniture continued to be influenced by evolving lifestyles, greater emphasis on home aesthetics and interior design, increasing residential construction and renovation activity, and the growing preference for functional and space- efficient furniture. Consumers are increasingly seeking products that combine design, durability, comfort and value for money, creating opportunities for manufacturers and retailers offering differentiated and customised solutions.
The organised furniture segment continued to gain importance during the year, supported by the expansion of branded retail, modern retail formats and digital commerce. E-commerce and digital channels have increasingly become important components of the furniture buying journey, enabling customers to access a wider range of products, compare prices and designs, and make informed purchasing decisions. The integration of online and offline channels has also encouraged businesses to adopt omnichannel strategies and enhance customer engagement.
The residential segment remained an important source of demand, supported by urban housing development, home renovation and increasing expenditure on interiors. At the same time, demand from commercial establishments, offices, hospitality, retail spaces and other institutional segments continued to provide additional opportunities for the furniture and fixtures industry.
Technology and digitalisation are also transforming the sector. Businesses are increasingly adopting digital catalogues, online product configuration, 3D visualisation, technology-enabled customer interfaces and data-driven inventory and supply-chain management. These developments are helping companies improve customer experience, optimise operations and respond more effectively to changing market preferences.
Sustainability and responsible sourcing are emerging as important considerations across the industry. Increasing awareness regarding environmentally responsible products, sustainable materials, responsible sourcing of wood and efficient manufacturing processes is encouraging industry participants to incorporate sustainability considerations into product development and business operations.
However, the industry continues to face certain challenges, including fluctuations in the prices of key raw materials such as wood, metal, foam, laminates and other related inputs, transportation and logistics costs, availability of quality raw materials, changing consumer preferences and intense competition from both organised and unorganised market participants. The fragmented nature of the Indian furniture market also requires businesses to continuously focus on product quality, pricing, design innovation, operational efficiency and customer service.
The competitive landscape is expected to encourage greater formalisation and consolidation within the sector. Companies with established distribution networks, strong product portfolios, efficient supply chains, consistent quality and the ability to provide customised and value-added solutions are expected to be better positioned to benefit from the evolving market environment.
OUTLOOK
The outlook for the Indian furniture and fixtures industry for Financial Year 2026-27 remains positive, supported by urbanisation, increasing residential and commercial development, rising consumer aspirations, growing organised retail penetration and continued adoption of digital channels. Demand for modular, customised, ergonomic, aesthetic and space- efficient furniture is expected to remain an important growth driver.
The continued development of e-commerce and omnichannel retail, increasing focus on customer experience, product innovation and sustainable materials are expected to create additional opportunities for industry participants. At the same time, companies will need to effectively manage input-cost volatility, competition, supply-chain risks and changing consumer preferences.
Overall, the Indian furniture and fixtures industry is expected to maintain its long-term growth trajectory, supported by favourable demographic trends, increasing urbanisation, evolving lifestyles and the gradual formalisation of the market. The ability of industry participants to combine quality, design, affordability, innovation and efficient delivery will remain critical to sustainable growth in the coming years.
Company Overview
We are a growing and diversified product manufacturing company catering to several sectors, based out ofVasai, Maharashtra, India. What began as a one-stop solution for the furniture and fixture requirements of retailers has, over the years, expanded into a diversified manufacturing platform serving clients across fashion, lifestyle, electronics, grocery, beauty, telecom, and other retail segments. We continue to design and manufacture complete standalone stores, shop-in-shops, kiosks and displays for leading global brands and several large Indian retailers. Building on our multi-material manufacturing capability for customised products, we also manufacture furniture for commercial and institutional requirements.
Indias infrastructure sector, particularly roads and metros, has continued to see sustained investment and growth. Having entered this sector with the manufacture of sound barriers installed on flyovers - which help reduce noise pollution and improve the environment for nearby residents - we have continued to strengthen our presence with Platform Screen Doors deployed at Metro stations for enhanced commuter safety and accident prevention.
With the continued expansion of online quick-commerce and the logistics sector, our racking systems and fixtures for the warehousing industry remain an important and growing part of our business, and we continue to scale our capacity to meet rising demand from this segment.
Our manufacturing facilities remain equipped to process base materials such as wood, metal, and acrylic, with the majority of our processes conducted in-house to ensure consistent quality and fast turnaround times. We continue to undertake turnkey projects offering end-to-end solutions - design, manufacturing, and installation - across India.
Our capabilities continue to span the following areas:
Production
- Customised & Standard
- Metal Shop
- Milling & Wood Work
- Solid Surfaces & Acrylic
- Vacuum Forming & Moulding
- Powder Coating
- Paint Shop
- Roll Forming Deployment
- Warehousing
- Logistics
- Installation
- General Contracting
- Exports Design & Development
- Retail Design
- Prototyping
- POS Design
- Experiential Spaces
- Furniture Design
- Value Engineering
Technology
- Digital Displays
- Interactive Solutions
O pportunities and Risks along with Mitigation
We continue to operate in a dynamic environment, where both opportunities and risks influence our business performance.
The discussion below highlights the key opportunities and risks impacting our operations during the year under review, along
with the measures adopted by the Company to mitigate such risks.
Opportunities
- Growing demand for quality furniture for retail and warehousing solutions: Continued urbanisation, rising disposable incomes, and the sustained growth of quick-commerce are expected to further expand demand for modular furniture and warehouse racking solutions in the coming year.
- Government initiatives and infrastructure push: Ongoing Road development and metro expansion projects across the country continue to create meaningful opportunities for the Companys infrastructure-related products.
- Shift towards organised players for furniture: Customers continue to gravitate towards established, organised furniture manufacturers that offer consistent quality and reliable delivery - a trend that continues to position the Company favourably.
- Expansion into new geographies and product categories: The Company continues to actively explore opportunities to widen its product portfolio and extend its reach into new markets within India.
- Growing focus on sustainable and energy-efficient manufacturing: Increasing customer and regulatory emphasis on sustainable practices presents an opportunity for the Company to differentiate itself through responsible sourcing and manufacturing.
Risks and Mitigation
1. Adverse changes in government policies
- Risk: Changes in taxation, regulatory norms, or industrial policies may impact operations and profitability.
- Mitigation: The Company closely monitors regulatory developments and proactively ensures compliance with applicable laws. Continued engagement with industry associations helps anticipate and adapt to policy changes.
2. Dependence on key customers or suppliers
- Risk: The loss of a major customer or supplier could adversely impact revenues or supply chain stability.
- Mitigation: The Company continues to diversify its customer base and strengthen long-term relationships with multiple suppliers to reduce dependency.
3. Competitive intensity
- Risk: Increased productivity and efficiency among competitors may affect market share.
- Mitigation: The Company continues to focus on cost optimisation, process improvement, and new design development to maintain its competitive edge.
4. Reliance on imports and third-party suppliers for raw materials
- Risk: Fluctuations in supply availability, currency movements, or global trade disruptions may affect raw material costs.
- Mitigation: The Company continues to work on backward integration, strengthening domestic vendor relationships, and maintaining strategic inventory levels to manage this risk.
5. Technology disruptions
- Risk: Failure of technology systems or inability to keep pace with new technologies may disrupt operations.
- Mitigation: The Company continues to invest in robust IT infrastructure, regular system upgrades, and employee training programmes to ensure business continuity.
6. Macroeconomic and market volatility
- Risk: Factors such as inflation, interest rate fluctuations, equity market volatility, or changes in social and political conditions could impact demand and cost structures.
- Mitigation: The Company continues to follow a conservative financial policy, prudent treasury management, and a flexible business model to adapt to evolving economic conditions.
Our Competitive Strengths
1. Diversified Product Portfolio
Over the years, the Company has continued to build on its broad and flexible product range, capable of delivering customised solutions at scale. In addition to retail fixtures, it manufactures products for industrial and infrastructure applications, including institutional furniture, engineering items, noise barriers, and PSD systems. Leveraging the continued growth of e-commerce and a robust warehousing ecosystem, the Company has further reduced its dependence on any single sector or client, effectively mitigating concentration risk.
2. Strong Quality Control & Ethical Standards
The Company continues to serve some of Indias leading retail brands, known for their stringent quality and delivery requirements. Its three-tier quality control process - covering raw material inspection, in-process checks, and final product verification before dispatch - remains central to its operations. The Company continues to maintain its SEDEX certification, reflecting its ongoing commitment to ethical supply chain practices.
3. Advanced Manufacturing Capabilities
Operating through two well-equipped plants in Vasai, Maharashtra, the Company continues to manufacture multimaterial products combining wood and metal. Its facilities continue to be upgraded with modern machinery, professional printing, in-house powder coating, and high-capacity production lines tailored for mass-customisation needs.
4. Long-Term Client Relationships
The Company continues to maintain strong ties with a loyal customer base across retail, commercial, and residential sectors. Specialising in bespoke, high-volume custom manufacturing, it remains a preferred vendor for many clients, consistently delivering quality products and timely project execution, including store installations and seasonal rollouts.
5. Experienced Leadership Team
Led by a team of diverse and experienced promoters, the management continues to bring deep expertise in product innovation, material sourcing, cost control, and client relationship management. Their collaborative approach remains instrumental in driving new business opportunities and nurturing internal talent.
Significant changes in Key Financial Ratios compared to previous year
| Sr. No. | Ratio | As at 31-March -2026 | As at 31-March -2025 | Changes | Reason for Change |
| (i) | Current Ratio | 2.12 | 2.50 | -15.32% | |
| (ii) | Debt-Equity Ratio | 0.24 | 0.06 | 265.15% | Due to Increase in total debt |
| (iii) | Debt Service Coverage Ratio | 5.39 | 17.11 | -68.51% | Due to Increase in total debt |
| (iv) | Inventory Turnover Ratio | 4.80 | 8.91 | -46.10% | Due to increase in inventory |
| (v) | Trade Receivables Turnover Ratio | 2.75 | 3.84 | -28.27% | Due to decrease in sales |
| (vi) | Trade Payables Turnover Ratio | 2.00 | 2.86 | -30.23% | Due to decrease in trade payables |
| (vii) | Net Capital Turnover Ratio | 2.15 | 1.78 | 20.46% | |
| (viii) | Return on Equity | 3.52% | 12.96% | -72.88% | Due to increase in equity |
| (ix) | Net Profit Ratio | 3.06% | 8.15% | -62.47% | |
| (x) | Return on Capital Employed | 6.18% | 17.96% | -65.57% | Due to increase in equity |
| (xi) | Return on Investment | NA | NA | The Company did not have any significant financial investments during the reporting periods. |
Strategic Initiatives and Future Outlook
1. Research and Development (R&D)
Our Company remains committed to innovation and technology-driven solutions. Building on our successful development of advanced products such as platform screen doors, we continue to strengthen our R&D efforts, particularly in the infrastructure and retail verticals, which remain key drivers of our long-term growth. We also continue to explore research and development opportunities for products in emerging sectors.
2. Expansion of Domestic Operations
While we operate on a pan-India basis for project execution and material supply, our manufacturing facilities remain primarily located in the western part of the country. To deepen our market presence and ensure faster execution and service delivery, we continue to work towards establishing dedicated marketing and implementation teams across various regions of India.
3. Integration of Robotics in Manufacturing
We continue to progress on incorporating robotic technologies to enhance product quality and operational efficiency. By introducing collaborative robots (cobots) that work alongside our workforce, we aim to automate routine and repetitive tasks while allowing our human workforce to focus on specialisation, customisation, and value-added functions. Cobots remain particularly well suited to our scale of operations due to their adaptability, safety, and ease of deployment.
4. Adoption of Intelligent Process Automation (IPA)
To further improve operational reliability and reduce manual errors, we continue to evaluate the use of Intelligent Process Automation (IPA). IPA is expected to enable us to automate decision-based workflows, increase processing speed, and improve product consistency. Over time, this technology is expected to deliver cost savings and enhance our agility in responding to evolving business needs.
5. Collaboration for B2G and Infrastructure Projects
We recognise the continued importance of strategic partnerships in unlocking new business opportunities, especially in the B2G (business-to-government) and infrastructure sectors. We continue to actively pursue collaboration with eligible and experienced partners in the metro infrastructure domain to qualify for large-scale government tenders - particularly critical for the supply of specialised products such as platform screen doors and noise barriers. Additionally, we continue to engage directly with both domestic and multinational corporations for our existing product offerings, and partnerships remain vital to navigating public procurement frameworks.
6. Material Development in Human Resources / Industrial Relations, Including Number of People Employed
Your Company endeavours to create a work environment that is collaborative and learning- and growth-oriented, enabling employees to perform at their full potential. Your Company believes that a motivated and empowered employee base is key to its operations and business strategy, and has developed a large pool of skilled and experienced personnel. Your Company maintains a collaborative, inclusive, non-discriminative, and safe work culture, and provides equal opportunities to all employees. It believes that such an enabling environment is essential to delivering value for customers, shareholders, and communities. The Company also takes various measures to keep its employees motivated and committed to their work by providing a healthy work environment. The Industrial Relations at the Factory have remained cordial. As on March 31,2026, your Company had 64 employees, including one Managing Director and three Whole-Time Directors.
7. Discussion on Financial Performance with Respect to Operational Performance
This has been explained in the Boards Report.
8. Details of Any Change in Return on Net Worth as Compared to the Immediately Previous Financial Year, along with a Detailed Explanation Thereof
The return on net worth of your Company for FY 2025-26 is 9.90%, as against 12.96%, in the previous financial year. The decrease is primarily on account of the increase in equity following the Companys Initial Public Offer on the NSE Emerge Platform.
9. Segment-Wise or Product-Wise Performance
The Company is engaged in the business of manufacturing furniture and industrial warehouse racks. For the year ended March 31, 2026, revenue from operations stood at Rs7,368.92 lakhs, as compared to Rs10,658.82 lakhs in the previous year. Of this, revenue from the furniture segment amounted to Rs7,361.71 lakhs (previous year: Rs9,830.30 lakhs), and revenue from the industrial warehouse racks segment amounted to Rs8.11 lakhs (previous year: Rs928.52 lakhs).
During FY 2025-26, the furniture segment reported a loss of Rs27.06 lakhs and the industrial warehouse racks segment reported a loss of Rs63.01 lakhs, resulting in an aggregate segment loss of Rs90.07 lakhs. In comparison, the previous year reported segment profits of Rs798.24 lakhs and Rs4.39 lakhs, respectively, aggregating to Rs802.63 lakhs.
As at March 31,2026, segment assets amounted to Rs3,392.69 lakhs for the furniture segment and Rs559.68 lakhs for the warehouse racks segment, aggregating to Rs10,223.65 lakhs, as against Rs9,522.23 lakhs and Rs701.42 lakhs respectively in the previous year (total Rs3,952.37 lakhs). Segment liabilities as at March 31, 2026, were Rs3,142.80 lakhs for the furniture segment and Rs151.91 lakhs for the warehouse racks segment, aggregating to Rs3,294.71 lakhs, compared to Rs3,754.84 lakhs and Rs143.93 lakhs respectively in the previous year (total Rs3,898.77 lakhs).
All of the Companys revenue was derived from operations within India, amounting to Rs10,658.82 lakhs for the year ended March 31, 2026, as compared to Rs7,368.92 lakhs in the previous year. The Company did not earn any revenue from operations outside India.
10. Internal Control Systems and Their Adequacy
The Companys internal controls are commensurate with the nature of its business and the size and complexity of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable
financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use or disposition, executing transactions with proper authorisation, and ensuring compliance with corporate policies. The system ensures appropriate information flow to facilitate effective monitoring. The internal audit system also ensures the formulation and implementation of corporate policies for financial reporting, accounting, and information security.
The Companys Internal Financial Controls are analysed and audited for compliance, and accordingly, the report under Section 143 of the Companies Act, 2013 has been prepared, along with the report on internal control over financial reporting issued by the statutory auditors of the Company for the year ended March 31,2026.
The Companys internal auditors review business processes and controls, and the Audit Committee reviews reports presented by the internal auditors on a periodic basis. The Committee takes note of audit observations and initiates corrective actions where necessary, while maintaining a constant dialogue with the statutory and internal auditors to ensure the effective operation of internal control systems. The Audit Committee of the Board discusses significant findings and corrective measures initiated, and periodically reviews the adequacy and effectiveness of internal control systems, suggesting improvements for strengthening these systems.
Cautionary Statement
Statements in this report describing the Companys objectives, expectations, or predictions may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in this statement due to various factors, including economic conditions, availability of labour, price conditions, domestic and international market dynamics, and changes in Government policies, tax regime, etc. The Company assumes no responsibility to publicly amend, modify, or revise any statement on the basis of any subsequent development, information, or event.
Independent Auditor s Report to the Members of Rexpro Enterprises Limited
Report on the Standalone Financial Statements Opinion
We have audited the accompanying Standalone Financial Statements of Rexpro Enterprises Limited ( the Company ), which comprise the balance sheet as at 31 March 2026, the statement of profit and loss, the statement of cash flows for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as Standalone Financial Statements ).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ( the Act ) in the manner so required and give a true and fair view in conformity with the Accounting Standards ( AS ) prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, the profit 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 specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor s Responsibility for the Audit ofthe Standalone Financial Statements section of our report. We are independent ofthe 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 ICAI s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
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.
We have determined the matters described below to be the key audit matters to be communicated in our report.
| S. No. S. No. Key Audit Matters | How our audit addressed the key audit matter |
| Utilisation of proceeds of the Initial Public Offer (Refer Note 40 to the standalone financial statements) | |
| 1. During the year ended 31 March 2025 the Company raised ^4,712.50 lakhs through a fresh issue of equity shares in its initial public offer, for the objects stated in the offer document. As at 31 March 2026, ^ 1,838.60 lakhs (approximately 39%) of these proceeds remained unutilised, including ^1,486.60 lakhs earmarked for purchase of equipment and renovation of the factory and ^352.00 lakhs earmarked for pursuing inorganic growth, on which no amount had been utilised. The unutilised proceeds are held in fixed deposits and current accounts. Given the materiality of the | Our audit procedures included, among others: - obtaining the objects of the issue as set out in the offer document and the Companys statement of utilisation, and reconciling the amounts stated as utilised and pending against each object; - testing the amounts reported as utilised by agreeing a sample to underlying invoices, agreements, payment records and bank statements, and assessing whether the utilisation was consistent with the stated objects; - agreeing the unutilised balance to bank statements and fixed-deposit confirmations as at the year-end; |
| amount, the fact that a significant portion remains unutilised against specified objects, and the regulatory significance of monitoring end-use of issue proceeds for a recently listed entity, we considered the utilisation of IPO proceeds to be a key audit matter. | - inspecting the reports of the monitoring agency / the relevant Board and Audit Committee approvals, and verifying whether any variation in the objects of the issue had occurred and, if so, whether the requisite approvals were obtained; and - evaluating the adequacy and accuracy of the disclosures in Note 40 in relation to the utilisation and the manner of holding the unutilised proceeds. |
| 2 Managerial remuneration in excess of the limit under Section 198 (Refer Note 41 to the standalone financial statements) | |
| During the year the Company paid/provided managerial remuneration of ^144.00 lakhs to its executive directors, which exceeds the limit of eleven per cent of the net profits computed under Section 198 of the Act. The lawfulness of such excess remuneration depends on it having been approved by the members by special resolution in accordance with the first and second provisos to Section 197(1) of the Act. Because the amount is material to the statement of profit and loss, and because compliance turns on the existence and validity of the requisite member approval for the year, we considered this to be a key audit matter. | Our audit procedures included, among others: - recomputing the net profit under Section 198 and the eleven per cent limit, and quantifying the extent of the excess; - inspecting the notice, explanatory statement and the special resolution(s) passed by the members, and the minutes of the relevant general meeting, to evaluate whether the excess remuneration was validly authorised and whether the authorisation covers the financial year under audit; - reconciling the remuneration paid/provided to the terms approved and to the related-party disclosures; and - evaluating the adequacy of the disclosures in Note 41. |
Information other than the standalone financial statements and auditors report thereon
The Company s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board s Report including Annexures to Board s Report but does not include the standalone financial statements and our auditor s 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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Standalone Financial Statements
The Company s 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 financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 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, management is responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company s financial reporting process.
Auditor s Responsibility 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 auditor s 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management s 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 Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s 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 auditor s 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor s 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 (Auditor s Report) Order, 2020 ( the Order ) issued by the Central Government of India in terms of section 143(11) 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;
2. As required by Section 143(3) ofthe 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 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 Accounting Standards specified under Section 133 ofthe Act read with relevant rule issued thereunder;
(e) 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 31 March 2026 from being appointed as a director in terms of Section 164(2) ofthe Act; and
(f) With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B .
3. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company does not have any pending litigations which would impact its financial position except contingent liabilities as reported in note 27 to the Standalone Financial Statements of the Company.
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. (i) 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 persons or entities, including foreign entities ( Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ( Ultimate Beneficiaries ) by or on behalf of the Company or
- provide any guarantee, security or the like to or on behalf ofthe Ultimate Beneficiaries.
(ii) 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:
- directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ( Ultimate Beneficiaries ) by or on behalf of the Funding Party or
- provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (d) (i) and (d) (ii) contain any material mis-statement.
e. The Company has not declared or paid any dividend during the year.
f. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of accounts for the financial year ended 31 March 2026 with 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. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
4. With respect to the matter to be included in the Auditors Report under Section 197(16) ofthe Act:
In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration paid/provided by the Company during the year exceeds the limit of eleven per cent of the net profits computed under Section 198 of the Act. As the Company had adequate profits, such excess remuneration has been approved by the members by way of special resolution(s) in accordance with the first and second provisos to Section 197(1) of the Act, as disclosed in Note 41 to the standalone financial statements. Accordingly, the remuneration paid/provided is within the limits so authorised and is in compliance with the provisions of Section 197 of the Act.
| For Mittal Agarwal & Company Chartered Accountants (Firm Registration No. 131025W) | ||
| Place: Dated: UDIN: | Mumbai 28/05/2026 26163649JJKCFD6399 | Arpit Bansal Partner Membership No. 163649 |
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