Independent Auditors Report
To
the Members of Baazar Style Retail Limited
Report on the audit of standalone financial statements
Opinion
1. We have audited the accompanying standalone financial statements of Baazar Style Retail Limited ("the Company"), which comprise the standalone Balance Sheet as at March 31,2025, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Cash Flows and the standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements").
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules 2015, as amended (ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
3. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Emphasis of Matter
4. We draw attention to Note 32 of the accompanying standalone financial statements, which describes the loss of inventory and property, plant and equipment due to a fire incident that occurred on May 20,2024, at the Companys warehouse located in Serampore, Hooghly, West Bengal. The Company is adequately insured against such losses and has filed a claim with the insurer, which is currently under assessment and not disputed. Based on the opinion of an independent insurance expert, and other available information, management is confident that the estimated loss will be recovered. Accordingly, the Company has recognised the anticipated insurance claim as a receivable. The value of the loss of inventory and property, plant and equipment, along with the related GST input credits, has been charged off and netted against the insurance claim receivable, which has been disclosed under "Exceptional Items".
Our opinion on the standalone financial statements is not modified in respect of the above matter.
Key Audit Matters
5. 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. For each matter below, our description of how our audit addressed the matter is provided in that context:
Key Audit Matter |
How our audit addressed the key audit matter |
l) Accounting of Right of Use (ROU) Assets and Leases Under Ind AS 116: |
|
Refer note 3A, 18 and 43 of the standalone financial statements relating to accounting for ROU assets and leases in accordance with Ind AS 116. |
Our audit included, but was not limited to, the following audit procedures: |
The Company has recognised the ROU assets amounting to Rs. 76,468.01 lakhs and corresponding lease liability amounting to Rs. 82,966.61 lakhs as at March 31, 2025 |
Obtained an understanding of managements process for identifying and accounting for leasing arrangements, including the application of relevant practical expedients as permitted under Ind AS 116. |
Owing to the volume of the lease contracts, the judgements required in the assumptions and the estimates involved, we have considered this matter to be a key audit matter in our audit. |
Evaluated the design and tested the operating effectiveness of controls implemented around above mentioned process throughout the year. |
Reviewed the overall impact analysis prepared by the management including completeness of lease contracts and application of practical expedients. |
|
Performed tests of details to examine the inputs used for determining the ROU assets and lease liabilities for contracts involving lease agreements and performed re-computation on the amount of lease liability and the right to use on sample basis. |
|
Assessed the inputs used by the management for determination of the incremental borrowing rate. |
|
Assessed the appropriateness and adequacy of disclosures related to lease liabilities, ROU assets, and the use of practical expedients in the financial statements, in accordance with the disclosure requirements of Ind AS 116. |
|
Based on the audit procedures performed, we conclude that the accounting of ROU assets and leases liabilities is compliant with the requirements of Ind AS 116. |
|
2) Existence and valuation of Inventories under Ind AS 2: |
|
Refer note 12 of the standalone financial statements relating to the carrying value of inventories. |
Our procedures included, but were not limited to the following audit procedures: |
As at March 31, 2025, the carrying value of inventories amounted to Rs. 52,136.62 lakhs after considering diminution on inventory of Rs. 647.99 Lakhs for valuation in accordance with Indian accounting standard and provision for shrinkage of Rs. 228.72 Lakhs respectively. |
Obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that the Company has in relation to existence of inventory and allowance for provision for diminution and shrinkage. |
These inventories are held at the stores and the warehouse of the Company. Existence of inventory has been identified as a key audit matter due to the high level of audit risk associated with it, given the nature of the retail industry, which is characterised by low unit values but large volumes of inventory spread across multiple stores and the warehouse. |
Understood Managements control over physical inventory counts at various stores and warehouse locations and control over inventory valuation. |
Allowance for inventory obsolescence and shrinkage were an audit focus area since inventory cycle counts were carried out during the year at periodic intervals and further significant judgment is involved in identifying the amount of provision for shrinkages. In addition, the Company also makes specific provisions for diminution as per its policy. |
Tested the ageing report including assessing its completeness and the underlying management judgements and estimates made. Further, assessed on a sample basis whether the calculation of provision for obsolescence is in accordance with Companys policy. |
Inspected managements inventory count records and observed the inventory cycle count process on a sample basis, inspected the results of the inventory cycle count and confirmed that the variances were approved and appropriately accounted for. |
|
Tested the adjustment made in the books of accounts basis the results of the physical counts performed by the management. |
|
We have also performed roll-forward on sample basis for establishing the existence of inventory as at year end by validating purchases, sales, stock movement of inventory during the intervening period i.e. from the date physical verification was done till the year end date. |
|
We assessed the Companys disclosures regarding this in note 12 to the standalone financial statements as well as the estimates regarding this. |
|
Based on the above procedures performed, we did not identify any material exceptions in the accounting of inventory and the judgements and estimates used by the management. |
|
Information other than the standalone financial statements and Auditors Report thereon
6. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the other information, as mentioned above, that would be included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Responsibilities of the Management and Board of Directors for the standalone financial statements
7. The Companys Management and 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, the Management and 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Companys Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibility for the Audit of the standalone financial statements
10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 with reference to standalone financial statements in place and the operating effectiveness of such controls;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors;
conclude on the appropriateness of management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
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.
12. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
13. 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 financial control that we identify during our audit.
14. 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.
15. 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.
Report on Other Legal and Regulatory Requirements
16. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (ll) 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.
17. As required by Section 143(3) of the Act, based on our audit, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 17(i)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
c. 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 statement of cash flows dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (ind AS) specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;
e. On the basis of the written representations received from the directors, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2025, from being appointed as a director in terms of section 164 (2) of the Act;
f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(i)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,2014 (as amended);
g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
h. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Company is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(l6) of the Act which are required to be commented upon by us; and
i. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended) in our opinion and to the best of our information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations as on March 31,2025, on its financial position in its standalone financial statements - Refer Note 36(a) to the standalone financial statements;
ii) The Company did not have any long-term contracts including derivative contracts as at March 31, 2025 for which there were any material foreseeable losses;
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2025;
iv) a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; 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 representation under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.
v) The Company has not declared/paid any dividend during the year therefore reporting regarding compliance of Section 123 of the Act is not applicable.
vi) Based on our examination, which included test checks, the Company has used accounting softwares including interfaces across accounting softwares for inventory records and supply chain management, for maintaining its books of accounts for the financial year ended March 31, 2025, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the accounting softwares, except in respect of accounting softwares, softwares for property, plant equipment and payroll master records, and other interfaces across accounting softwares for inventory records and supply chain management, where the audit trail feature was not enabled at the database level, as described in note no. 52 to the standalone financial statements.
Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, where such functionality was enabled and logs were maintained. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
For Singhi & Co. |
|
Chartered Accountants |
|
Firm Registration NO.302049E |
|
(Shrenik Mehta) |
|
Partner |
|
Place: Kolkata |
Membership No. 063769 |
Dated: May 14, 2025 |
UDIN: 25063769BMMIQQ9634 |
Annexure "A" to Independent Auditors Report
Referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Baazar Style Retail Limited on the standalone financial statements as of and for the year ended March 31,2025, we report that:
I. (a) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
(b) The Company has maintained proper records showing full particulars of Intangibles Assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a programme of physical verification of Property, Plant and Equipment to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment was physically verified by the management during the year and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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) as disclosed in the standalone financial statements are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or Intangible Assets during the year.
(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its financial statements does not arise.
II. (a) The management has conducted physical verification of inventory (excluding stock in transit) at reasonable intervals during the year. For stock in transit, subsequent evidence of receipts has been linked with the inventory records. In our opinion the coverage and the procedure of such verification by the management is appropriate having regard to the size of the Company and the nature of its operations. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.
(b) During the year, the Company has been sanctioned working capital limits in excess of 5 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are not in agreement with the books of accounts. However, such differences between the amount disclosed to the banks and those as per books of accounts as given in the table below have been reconciled. Also refer Note 17.4 to the standalone financial statements.
(Rs. In Lakhs) |
|||||||
Name of the Bank |
Quarter ended |
Aggregate working capital limits sanctioned | Amount utilised during the quarter | Amount disclosed as per quarterly statement* | Amount as per books of accounts* | Difference | Reason for material discrepancy |
Axis Bank |
30-Jun-24 |
12,600.00 | 10,682.07 | 16,278.67 | 16,836.02 | (557.35) | The differences are on account of banks prepared based on provisional financial statements. |
Limited and consortium of banks |
30-Sep-24 |
10,600.00 | 2,664.15 | 16,400.52 | 17,614.37 | (1,213.85) | |
31-Dec-24 |
10,600.00 | 9,907.06 | 27,086.04 | 26,548.80 | 537.24 | ||
31-Mar-25 |
10,600.00 | 9,895.29 | 23,043.12 | 24,039.56 | (996.44) |
*The above consists of book debts and inventory less creditors (unpaid stock) and bill acceptances as per drawing power limit at the end of respective quarters.
III. In the respect of matters specified in clause (iii) of paragraphs 3 the Order:
(a) The Company has not made any investments during the year. The Company has not granted secured/ unsecured loans/advances in the nature of loans to any Company/Firm/Limited Liability Partnership/other party during the year other than unsecured loans given to its Subsidiary and loan to employees of the Company. The Company has not stood guarantee or security to any Company/ Firm/ Limited Liability Partnership/ other party during the year. The aggregate amount granted during the year and balance outstanding at the balance sheet date with respect to such loans granted to the aforesaid Company and employees are as per the table given below:
| (g In Lakhs) | ||||
Particulars |
Guarantees | Security | Loans | Advances in nature of loan |
Aggregate amount granted/provided during the year: |
||||
Subsidiary |
Nil | Nil | 7.50 | Nil |
Others (Loan to employees) |
Nil | Nil | 8.00 | Nil |
Balance outstanding as at balance sheet date in respect of above cases: |
||||
Subsidiary |
Nil | Nil | 22.50 | Nil |
Others (Loan to employees) |
Nil | Nil | 7.26 | Nil |
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the terms and conditions of the grant of loans during the year are, prima facie, not prejudicial to the Companys interest.
(c) In our opinion and according to the information and explanation given to us, in respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments of principal amounts and receipts of interest are generally been regular as per stipulation.
(d) In respect of the aforesaid loans granted to its Subsidiary and employees, there is no amount which is overdue for more than ninety days.
(e) No loan or advance in the nature of loan granted by the Company which had fallen due during the year, has been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has granted Loans which are repayable on demand, details of which are given below:
As at March 31,2025 |
||
Type of borrower |
Amount of loan or advance in the nature of loan outstanding (3in Lakhs) | Percentage to the total loans and advances in the nature of loans |
To Subsidiary - Konnect Style Retail Private Limited* |
22.50 | 75.60% |
Total |
22.50 | 75.60% |
*Amount of Rs. 15.00 lakhs and W 7.50 lakhs repayable on demand after two years and three years respectively, from the date of original disbursement of loan.
IV. In our opinion, the Company has complied with the provisions of Sections 186 of the Act, in respect of the loans granted by it. The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 of the Act. Therefore, the reporting under clause 3(iv) of the Order to that extent is not applicable to the Company.
V. According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), during the year. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
VI. The Central Government has not prescribed the maintenance of cost records under section 148? of the Act, for any of the services rendered by the Company. Therefore, the provisions of Clause 3(vi) of the said Order are not applicable to the Company.
VII. According to the information and explanations given to us and on the basis of our examination of the records of the Company:
(a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Goods and Services tax, Value Added tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, there were no undisputed outstanding statutory dues as at the March 31, 2025 for a period of more than six months from the date they became payable.
(b) Details of Statutory dues referred to clause (a) above that have not been deposited on account of any dispute are given below:
Nature of the Statute |
Nature of the Dues |
Amount (Rs. In Lakhs) | Period to which Amount relates |
Forum where the dispute is pending |
The West Bengal Value Added Tax Act, 2003 |
Value added tax |
105.66 | 01/01/2017 to 31/03/2017 |
West Bengal Taxation Tribunal |
The Income Tax Act, 1961 |
Income tax |
81.86 | 2017-18 |
Commissioner of Income Tax |
The Central Goods and Services Tax Act, 2017 |
Goods and services tax |
15.49 | 2017-18 |
Calcutta High Court |
The Central Goods and Services Tax Act, 2017 |
Goods and services tax |
1,066.46 | 2018-19 |
Calcutta High Court |
The Income Tax Act, 1961 |
Income tax |
617.34 | 2018-19 |
Commissioner of Income Tax |
VIII. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 (43 of 196l) as income during the year.
IX. In the respect of matters specified in clause (ix) of paragraphs 3 the Order:
(a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.
(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary as defined under Companies Act, 2013.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiary company.
X. (a) In our opinion and according to the information and explanations given to us, moneys raised by way of Initial Public Offer through equity shares during the year, have been, prima facie, applied by the Company for the purposes for which they were raised. During the year the Company has not raised moneys by way of further public offer (including debt instruments). Refer note 51 to the standalone financial statements for further details.
(b) The Company has made private placement of shares during the year. For such allotment of shares, the Company has complied with the requirements of section 42 and 62 of the Companies Act, 2013, and the funds raised have been, prima facie, applied by the Company during the year for the purposes for which the funds were raised. The Company has not made preferential allotment or private placement of convertible debentures (fully or partly or optionally) during the year. Refer note 51 to the standalone financial statements for further details.
XI. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit, nor have we been informed of any such case by the Management.
(b) According to the information and explanations given to us, during the year, no report under subsection (l2) of Section 143 of the Companies Act, 2013 has been filed by the Secretarial Auditor or by us in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
(c) According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year.
XII. In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company, therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.
XIII. In our opinion and according to the information and explanations given by the management, the Company has entered into transactions with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the note no- 38 to the standalone financial statements, under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.
XIV. (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.
(b) The internal audit reports of the Company issued till the date of the audit report for the period under audit have been considered by us.
XV. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
XVI. (a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non- Banking Financial/ Housing Finance activities during the year. Accordingly, the reporting under Clause 3(xvi) (b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) (c) of the Order is not applicable to the Company.
(d) There is no Core Investment Company, as a part of the Group, hence, the requirement to report on clause 3 (xvi) (d) of the Order is not applicable to the Company.
XVII. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not incurred any cash losses during the current year 2024-25 and immediately preceding financial year 2023-24.
XVIII. There has been no resignation of the statutory auditors during the year and accordingly requirement to report on clause 3(xviii) of the Order is not applicable to the Company.
XIX. On the basis of the financial ratios disclosed in Note No. 53 to the standalone financial statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the Balance Sheet date. We however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get by the Company as and when they fall due.
XX. The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the current year.
XXI. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.
For Singhi & Co. |
|
Chartered Accountants |
|
Firm Registration NO.302049E |
|
(shrenik Mehta) |
|
Partner |
|
Place: Kolkata |
Membership No. 063769 |
Dated: May 14, 2025 |
UDIN: 25063769BMMIQQ9634 |
Annexure "B" to Independent Auditors Report
Referred to in paragraph 17 (g) of the Independent Auditors Report of even date to the members of Baazar Style Retail Limited on the standalone financial statements as of and for the year ended March 31, 2025
Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
1. We have audited the internal financial controls with reference to standalone financial statements of Baazar Style Retail Limited ("the Company") as at March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued (the "Guidance Note") by the Institute of Chartered Accountants of India (the " ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to the standalone financial statements.
Meaning of Internal Financial Controls with reference to financial statements.
6. A Companys internal financial control 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 control with reference to financial statements includes those policies and procedures that (l) 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 authorisation 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 standalone financial statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For Singhi & Co. |
|
Chartered Accountants |
|
Firm Registration NO.302049E |
|
(Shrenik Mehta) |
|
Partner |
|
Place: Kolkata |
Membership No. 063769 |
Dated: May 14, 2025 |
UDIN: 25063769BMMIQQ9634 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.