We have audited the accompanying standalone Ind AS financial statements of BHATIA
COMMUNICATIONS & RETAIL (INDIA) LIMTED (“The Company”) which comprises the Balance
Sheet as on 31st March 2026, the Statement of Profit and Loss (Including Other Comprehensive
Income), the Statement of Change in Equity and the Cash Flow statement for the year then ended
and notes to financial statements, including a summary of significant accounting policies and other
explanatory information.
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 Companies
(Indian Accounting Standards) Rules 2015, as amended, (“ I nd As”) and other accounting principles
generally accepted in India, of the state of affairs of the company as at 31st March 2026 and its profit
and total comprehensive income and change in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Companies Act 2013. Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the entity 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
financial statements under the provisions of the Companies Act, 2013 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
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the 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.
Branches and Franchise
The company has many franchises and branches and the company receives advances/security
deposit from its various franchises and the same is adjusted against the amount due from them
as on the balance sheet date. The company also receives deposit from branch partner towards
security deposit against stock provided to them and same is shown in balance sheet as long
term liability.
Auditor’s Response
We get the complete list of franchise and branches from the management and check that there
is no deviation in the security deposit received and stock provided to them. We also check the
agreement made with the branch partner and check whether proper disclosure is made
regarding advances received from branch partner and term and conditions of the agreement.
Management’s Responsibility for the Standalone Financial Statements:
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act’’) with respect to the preparation and presentation 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 financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the 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.
The Board of Directors are also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
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 financial statements, whether
due to fraud or error; to design and perform audit procedures responsive to those risks; and to
obtain audit evidence that is sufficient and appropriate to provide a basis for the auditor’s
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 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 financial
statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are
based on the audit evidence obtained up to the date of the auditor’s report. However, future
events or conditions may cause an entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually
or in aggregate, makes it probable that the economics decisions of a reasonably knowledgeable user
of the financial statement may be influenced. We consider quantitative materiality and qualitative
factor in (i) planning the scope of our audit work and in evaluating the result of our work and (ii) to
evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor’s Report), Order, 2016 (order dated 29.03.2016), issued by
the Central Government of India in terms of section 143(11) of the Companies Act, 2013
(hereinafter referred to as ‘order’), and on the basis of test check as we considered appropriate
and according to information and explanation provided to us, we enclose in the Annexure “A”
statement on the matters specified in paragraphs 3 and 4 of the said Order.
2. As required by section 143(3) of the Act, we report that:
2.1 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
2.2 In our opinion, proper books of account as required by law have been kept by the company as
far as appears from our examination of those books.
2.3 The Balance Sheet, Profit and Loss statement (Including Other Comprehensive Income),
Cash Flow Statement and the statement of Change in Equity dealt with by this report are in
agreement with the books of account.
2.4 In our opinion, the aforesaid financial statements comply with the Ind AS specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
2.5 On the basis of written representations received from the directors, as on March 31, 2026,
taken on record by the Board of directors, none of the directors are disqualified as on March
31, 2026 from being appointed as a director under section 164(2) of the Act
2.6 With respect to the adequacy of financial controls over financial reporting of the company and
the operative effectiveness of such controls, refer to our separate report in “Annexure B”.
2.7 With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of
the Act; and
2.8 With respect to the others 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.
(i) There were no pending litigations which would impact the financial position of the
company.
(ii) The company did not have any material foreseeable losses on long term contracts
including derivative contracts.
(iii) There were no amounts which were required to be transferred to the Investor Education
and Protection fund by the company.
(iv) (i) As per management’s representation, no funds other than disclosed by way of notes
to accounts 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 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;
(ii) As per management’s representation, There were no funds which have been received
by the company from any person(s) 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
(iii) The representation received from the company under sub-clause (i) and (ii) above
does not contain any material mis-statement.
(iv) The Board has recommended final dividend of Re. 0.01 per equity share having face
value of Re. 1/- each.
(v) Based on our examination carried out in accordance with the Implementation
Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and
Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered
Accountants of India, which included test checks, we report that the company has used
an accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software. Further, during the course of our audit
we did not come across any instance of audit trail feature being tampered with. Our
examination of the audit trail was in the context of an audit of financial statements carried
out in accordance with the Standard of Auditing and only to the extent required by Rule
11(g) of the Companies (Audit and Auditors) Rules,2014. We have not carried out any
audit or examination of the audit trail beyond the matters required by the aforesaid Rule
11(g) nor have we carried out any standalone audit or examination of the audit trail.”
For RPR & Co.
Chartered Accountants
FRN: 131964W
Date :25/05/2026
Place: Surat
Sd/-
Raunaq Kankaria
Partner
Mem No. 138361
UDIN: 26138361E AO NWW7782
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