1. We have audited the accompanying standalone financial
statements of Gloster 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 Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information.
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 ("the Act") in the manner so
required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and
total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the "Auditor's 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 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 thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key audit matters
4. Key audit matters are those matters that, in our professional
judgement, 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.
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Key audit matter
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How our audit addressed the key audit matter
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Assessment of the carrying value of investments carried at
fair value
Refer to Note 2.7 - "Financial Assets" Note 2A - "Critical
estimates and judgements" Note 5(b) - "Other Investments"
and Note 9(a) - "Investments" and Note 33 -"Fair value
measurements"
As at March 31, 2025, the Company has investments
aggregating to Rs. 8,543.28 lakhs in various securities
comprising of equity shares in unlisted companies and
investments in certain funds. These investments are carried
at their fair values determined by the Company as per Ind
AS 113 'Fair Value Measurement' and have been categorized
as Level 2 and Level 3 in the fair value hierarchy, which is
inherently subjective, and their valuation involves using
inputs other than quoted prices in an active market in
certain cases. For the purpose of valuation of investments
in unlisted Companies, the Company's management
has engaged independent valuation experts and for the
funds, obtained valuation reports from the respective fund
houses.
We have determined this to be a key audit matter because
of the inherently subjective nature of valuation and
involvement of significant judgements by the management
in assessing the carrying value thereof.
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Our procedures included the following:
• We understood, assessed and tested the design and operating
effectiveness of key controls over fair valuation of investments.
• We perused the report issued by the external valuation experts
engaged by the management and conducted enquiries with them to
understand the assumptions considered by them.
• We evaluated the competence, capability and objectivity of the
valuation experts of the management.
• We tested the reasonableness of management's fair value estimates,
on a test check basis, by obtaining corroborative pricing from
independent sources, where available.
• We obtained direct confirmations from the respective fund houses
for the valuation of investments and on a sample basis obtained
the underlying valuation reports to corroborate the details in the
confirmation.
• With the involvement of auditor's experts, we assessed the
methodology and the appropriateness of the valuation models and
inputs used by management's valuation experts.
• We validated the source data on a sample basis and tested the
arithmetical accuracy of the calculations of valuation of investments.
• We assessed the adequacy of the Company's disclosures in standalone
financial statement.
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Other Information
5. The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Director's Report along with its Annexures and
Report on Corporate Governance included in the Company's
Annual 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 in the audit or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with
governance for the Standalone Financial Statements
6. 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, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act read with
National Company Law Tribunal (NCLT), Kolkata, order as
stated in Note 2.4 to the standalone financial statements.
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 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.
7. In preparing the standalone financial statements, Board of
Directors 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 Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
8. Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.
Auditor's responsibilities for the audit of the Standalone
Financial Statements
9. 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.
10. As part of an audit in accordance with SAs, we exercise
professional judgement 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 Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to standalone financial statements
in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of 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.
11. 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.
12. 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.
13. 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
14. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, we give
in the Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
15. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books, except for the matters stated in
paragraph 15(h)(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 specified under
Section 133 of the Act read with the National Company Law
Tribunal (NCLT), Kolkata, order as stated in Note 2.4 to the
standalone financial statements.
(e) On the basis of the written representations received from the
directors as on April 01,2025, taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,
2025, from being appointed as a director in terms of Section
164(2) of the Act.
(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above on reporting under Section
143(3)(b) and paragraph 15(h)(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 A".
(h) 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 (as amended), in our opinion
and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations
on its financial position in its standalone financial statements
- Refer Note 39 to the standalone financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to
be transferred, to the Investor Education and Protection Fund
by the Company during the year.
iv. (a)The management has represented that, to the best of its
knowledge and belief, as disclosed in Note 47(vii)(I) to the
standalone financial statements, no funds have been advanced
or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company
to or in any other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether
directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its
knowledge and belief, as disclosed in the Note 47(vii)(II) to the
standalone financial statements, no funds have been received
by the Company from any persons or entities, including
foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company
shall, whether 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 such audit procedures that we considered
reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that
the representations under sub-clause (a) and (b) contain any
material misstatement.
v. The dividend declared and paid by the Company during the
year is in compliance with Section 123 of the Act.
vi. Based on our examination, which included test checks, the
Company has used accounting software for maintaining its
books of account which has a feature of recording audit trail
(edit log) facility (other than for property, plant and equipment
and intangible assets) and that has operated throughout the
year for all relevant transactions recorded in the software,
except that at database level for one accounting software, the
audit log of modification does not contain the pre-modified
values. During the course of performing our procedures
except the aforesaid instances, we did not notice any instance
of audit trail feature being tampered with. Further, the audit
trail, to the extent maintained in the prior year, has been
preserved by the Company as per the statutory requirements
for record retention.
16. The Company has paid/ provided for managerial remuneration
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Pravin Rajani
Partner
Kolkata Membership Number: 127460
May 29, 2025 UDIN: 25127460BMOSXJ9694
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