We have audited the accompanying Revised Standalone
Financial Statements of Ram Ratna Wires Limited ("the
Company"), which comprise the Revised Balance Sheet
as at 31st March, 2025 and the Revised Statement
of Profit and Loss (including Other Comprehensive
Income), the Revised Cash Flows Statement and the
Revised Statement of Changes in Equity for the year then
ended, and notes to the Revised Standalone Financial
Statements, including a summary of material 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
Revised 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 Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended ("Ind AS"), and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at 31st March, 2025 and its profit, total
comprehensive income, its cash flows and the changes
in equity for the year then ended.
2. Basis for Opinion
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 Revised Standalone Financial Statements
in paragraph 7 below 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 Revised 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
obtained by us is sufficient and appropriate to provide a
basis for our opinion on the Revised Standalone Financial
Statements.
3. Emphasis of Matter
We draw attention to notes 1 and 53 of the Revised
Standalone Financial Statements which describe the
basis of preparation and scheme of amalgamation. As
explained in detail therein, these Revised Standalone
Financial Statements for the year ended 31st March,
2025 have been prepared pursuant to the Scheme of
Amalgamation (merger by absorption) ('the Scheme')
for merger of the Company's subsidiary, Global Copper
Pvt. Ltd. ("the Transferor Company"), with and into the
Company, from the specified retrospective appointed date
(1st April, 2024), as approved by the National Company
Law Tribunal (NCLT), Mumbai Bench vide its order dated
29th May, 2025 ("the Order"). The Scheme is effective from
23rd June, 2025 upon filing the same with the Registrar
of Companies, Mumbai. As per the requirements of
Appendix C to Ind AS 103 "Business Combinations", the
Scheme has been given effect to as if it had occurred
from the beginning of the preceding period (i.e. 1st April,
2023) in the Revised Standalone Financial Statements.
We had issued auditor's report dated 29th May, 2025 on
earlier Standalone Financial Statements for the year
ended 31st March, 2025 to the members of the Company.
The Order approving the Scheme was received by the
Company subsequent to the conclusion of the Board
meeting approving the Standalone Financial Statements
for the year ended 31st March, 2025. The Company has now
prepared the Revised Standalone Financial Statements
for the year ended 31st March, 2025 incorporating the
impact of the Scheme from 1st April, 2023. In accordance
with the provisions of Standard on Auditing 560 (Revised)
'Subsequent Events' issued by ICAI, our audit procedures,
in so far as they relate to the revision of the Standalone
Financial Statements, have been carried out solely on this
matter and no additional procedure has been carried out
for any other event occurring after 29th May, 2025 (being
the date of our report on the earlier Standalone Financial
Statements). Our report dated 29th May, 2025 on the
earlier Standalone Financial Statements for the year
ended 31st March, 2025 is superseded by this report on
the Revised Standalone Financial Statements for the year
ended 31st March, 2025.
Our opinion is not modified in respect of above matter.
4. Key Audit Matters
Key audit matters are those matters which, in our
professional judgment, were of most significance in our
audit of the Revised Standalone Financial Statements
of the current period. These matters were addressed
in the context of our audit of the Revised 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 on the Revised Standalone
Financial Statements.
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Key audit matters
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How our audit addressed the key audit matters
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Property, Plant and Equipment (PPE)
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Our audit incorporated the following procedures with regard
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Addition to PPE and Capital work-in-progress totalling to ?
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to PPE and Capital-work-in-progress:
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35,960. 07 Lakhs for set up of a new manufacturing facility
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•
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testing the design, implementation and operating
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at Bhiwadi, Rajasthan and enhancing the capacity of the
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effectiveness of controls in respect of review of capital
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Company's (Excluding Transferor Company's) existing plants
during the year. PPE are capitalised when they are ready for
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work-in-progress, recognising the PPE, and timing of the
capitalisation with the source documentation.
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their intended use.
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•
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obtaining and evaluating the material accounting policy
with respect to capitalisation, including application of
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The Accounting for PPE is identified as a key audit matter
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said policy, to assess consistency with the requirements
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considering the significant investment in PPE and capital
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as set out in Ind AS 16.
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work-in- progress during the year which represents substantial
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•
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testing procedures included verification on sample basis
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portion of the assets of the Company, valuation of PPE,
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of supporting documentation such as contracts, work
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determination of timing of capitalisation, capitalisation of
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orders etc. for additions and capitalisation during the
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incidental expenses, estimation of useful life of assets and
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year.
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depreciation.
Revenue Recognition
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•
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evaluating the assumption and work accuracy for
allocation of incidental and direct overhead cost incurred
and capitalised.
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(Refer note 1 (c) (xii) and 42 of the Revised Standalone
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•
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testing procedures included, verifying necessary
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Financial Statements)
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authorisations for capitalisation of items of PPE, verifying
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Revenue is the main profit driver and therefore susceptible
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installation/ commencement/ work certificates issued by
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to misstatement. There is inherent risk of incorrect timing of
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internal and external agencies/suppliers and discussions
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recognition of revenue and related rate difference, discounts
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with the management for assets to be in the location and
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in reporting period. Cut- off on the reporting date is the key
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condition necessary for it to be capable of operating in
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assertion insofar as revenue is concerned, any in-appropriate
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the manner intended by the managements, and
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method can result in misstatement of financial statements
for the year.
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•
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reviewing, testing and discussing the assumptions
considered by the management in determining the useful
life of the PPE and testing the effectiveness of internal
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Assessment of carrying value of investments in subsidiaries
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controls and verifying the mathematical accuracy of
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and joint venture
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computation of depreciation charge for the year.
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The investments in subsidiaries and joint ventures are
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Our
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audit incorporated the following procedures with regard
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reported in the Revised Standalone Financial Statements
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to Revenue Recognition: -
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at cost. In case of an investment amounting to ? 2,222.16
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•
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assessing the process, internal controls and testing the
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Lakhs in a joint venture (ceased as a subsidiary w.e.f. 30th
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effectiveness of key controls;
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September, 2024) where an indication of impairment exists,
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•
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testing the accuracy of cut-off with substantive analytical
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the carrying value of investment is assessed for impairment.
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•
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procedures supplemented with third party confirmation,
delivery acknowledgment, delivery terms, estimation for
delivery time based on historical records; and
judgments and estimations made for discounts, rebates,
appropriate authorisation, historical trends, credit and
debit notes issued after the balance sheet date, inventory
reconciliation and receivable balance confirmations.
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The accounting for investment is a Key Audit Matter as
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Our audit incorporated the following procedures with regard
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the determination of recoverable value for impairment
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to assessment of impairment of investment:
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assessment involves significant management judgments and
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•
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reviewing the approach adopted for testing impairment
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estimates.
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including appropriateness of valuation method used;
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Accounting for Business Combination - Amalgamation
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•
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reviewing and checking financial projections and other
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(merger by absorption) of the Company's subsidiary, Global
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relevant data for mathematical accuracy;
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Copper Pvt. Ltd. (GCPL) with and into the Company ("the
Scheme") (Note: 53)
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•
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reviewing the valuation report of qualified valuer obtained
by the Company and the joint venture partner;
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The Scheme of merger of GCPL with the Company u/s 230
to 232 of the Act was approved by NCLT vide its Order dated
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•
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reviewing the assumptions used in the financial
projection;
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29th May, 2025 with retrospective appointed dated 1st April,
2024 subsequent to the year end and post approval of the
financial statements of the Company by Board of Directors.
The Scheme is effective from 23rd June, 2025 upon filing the
same with the Registrar of Companies, Mumbai.
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•
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discussions with the Management of the Joint Venture,
key person of the Company and ascertaining the factors
contributing towards present performance and strategy
to overcome it, business expectation, market conditions
and business plans; and
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The Company has accounted for the business combinations
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using the pooling of interest method in accordance with
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•
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discussions on Company's management perception
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Appendix C of Ind AS 103, Business Combinations in
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regarding business, market condition, expected market
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accordance with the Scheme and NCLT Order. The carrying
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size, future planning, financial strength, support and
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value of the assets and liabilities of GCPL being the beginning
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intention of other promoter of the Joint Venture.
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of the previous period (i.e. 1st April, 2023), as appearing in the
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Our
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audit procedures included the following with regards to
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consolidated financial statements of the Company before
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accounting of merger of GCPL:
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the merger have been incorporated in the books with merger
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•
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obtaining and reading the Scheme and final order passed
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adjustments, as applicable.
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by the NCLT to understand its key terms and conditions;
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The Company will allot fully paid-up equity shares to the
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•
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understanding from the management, assessing and
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eligible shareholders of GCPL in accordance with the Scheme.
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testing the design and operating effectiveness of the
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The determination of appropriateness of the accounting
treatment, the complex accounting involved, the aforesaid
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Company's key controls over the accounting for business
combinations;
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business combination treatment in the Revised Standalone
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•
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evaluating the Company's accounting of the business
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Financial Statements required significant auditor's attention
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combinations as per pooling of interest method
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and therefore, has been considered to be a key audit matter.
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prescribed in Appendix C of Ind AS 103, Business
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Further, owing to the significant and pervasive impact of the
merger on the accompanying Revised Standalone Financial
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Combinations in accordance with the Scheme and NCLT
Order and guidance issued by ICAI;
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Statements as disclosed in Note 53, the matter is also
considered fundamental to the understanding of the users of
the accompanying Revised Standalone Financial Statements.
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•
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tracing the assets and liabilities as at 1st April, 2023 and
results for the financial year ended 31st March, 2024 and
31st March, 2025 of GCPL from the audited Financial
Statements of GCPL as considered in the Consolidated
Financial Statements of the Company;
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•
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testing the management's computation for arriving at
the value of fully paid-up equity shares to be issued and
treatment of reserves in accordance with the Scheme;
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•
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testing the management's computation of determining
the amount of goodwill; and
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•
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assessing the adequacy and appropriateness of the
disclosures made in the Revised Standalone Financial
Statements.
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5. Information Other than the Financial Statements and
Auditor's Report thereon
The Company's Management and Board of Directors
are responsible for other information. Other information
comprises the information included in the Annual Report,
but does not include the Revised Standalone Financial
Statements, Revised Consolidated Financial Statements,
and our auditor's reports thereon.
Our opinion on the Revised Standalone Financial
Statements does not cover other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the Revised Standalone
Financial Statements, our responsibility is to read the
other information when it becomes available and, in
doing so, consider whether the other information is
materially inconsistent with the Revised Standalone
Financial Statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
When we read other information comprising the
information included in the Annual Report and we
conclude that there is a material misstatement therein,
we are required to communicate the matter to those
charged with governance. We have nothing to report in
this regard.
6. Management's Responsibility for the Revised Standalone
Financial Statements
The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) of
the Act with respect to the preparation of the Revised
Standalone Financial Statements that give a true and
fair view of the financial position, financial performance
including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the
Ind AS and other accounting principles generally accepted
in India. 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 Revised 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 Revised Standalone Financial Statements,
the Management and Board of Directors are 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so. The Company's Board
of Directors are also responsible for overseeing the
Company's financial reporting process.
7. Auditor's responsibilities for the audit of the Revised
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Revised Standalone Financial Statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue a 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 Revised Standalone 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 Revised 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 financial
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 respect to 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 the
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 Revised 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 earlier 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 Revised Standalone Financial
Statements, including the disclosures, and whether
the Revised Standalone Financial Statements
represent the underlying transactions and events in
a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in
the Revised Standalone Financial Statements that,
individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable
user of the Revised Standalone Financial Statement
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 Revised Standalone
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 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 Revised
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.
8. Other Matter
In accordance with the Scheme as stated in Note No
53 to the Revised Standalone Financial Statements
and the Emphasis of Matter para herein above, the
Standalone Financial Statements of the Company have
been restated to include the audited financial information
of the Transferor Company whose financial statements
reflect total gross assets of ? 19,987.48 Lakhs as at 31st
March, 2025 and ? 16,422.84 Lakhs as at 31st March,
2024 and total gross revenue of ? 53,275.35 Lakhs and
? 34,403.68 Lakhs, total comprehensive income of ?
1,806.28 Lakhs and ? 951.48 Lakhs and net cash flow of
? 4.81 Lakhs and net cash outflow of (? 204.77) Lakhs
for the year ended 31st March, 2025 and 31st March,
2024 respectively. The financial statements/information
of the Transferor Company have been audited by other
auditor whose reports have been furnished to us by the
management of the Company. Our opinion on the Revised
Standalone Financial Statement, in so far as it relates
to amount and disclosures included in respect of the
Transferor Company is based solely on the reports of the
other auditor. We have audited the adjustments made by
the management consequent to the merger of Transferor
Company with the Company to arrive at restated figures
for the year ended 31st March, 2024 and 31st March, 2025.
Our report is not modified in respect of this matter.
9. Report on other Legal and Regulatory Requirements
(1) 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
paragraph (i) (vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.
(c) The Revised Standalone Balance Sheet, the
Revised Standalone Statement of Profit and Loss
(including other comprehensive Income), the
Revised Standalone Cash Flows Statement and
the Revised Standalone Statement of Changes in
Equity dealt with by this Report are in agreement
with the relevant books of account.
(d) In our opinion, the aforesaid Revised Standalone
Financial Statements comply with the Indian
Accounting Standards specified under Section
133 of the Act.
(e) On the basis of the written representations
received from the directors as on 1st April, 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March,
2025 from being appointed as a director in terms
of Section 164 (2) of the Act.
(f) The modification relating to the maintenance
of accounts and other matters connected
therewith in respect of audit trail are stated in
the paragraph (1) (b) above on reporting under
section 143 (3) (b) of the Act and paragraph (i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.
(g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in Annexure "A". Our report
expresses an unmodified opinion on the
adequacy and operating effectiveness of the
Company's internal financial controls with
reference to financial statements.
(h) 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.
(i) 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:
i) The Company has disclosed the impact, if
any, of pending litigations as at 31st March,
2025 on its financial position in its Revised
Standalone Financial Statements - Refer
Note 30 to the Revised 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;
iv) (a) The management has represented that,
to the best of it's knowledge and belief,
as disclosed in the notes to the Revised
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 person(s) or entity(ies), 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 by or on
behalf of the Company ("Ultimate
Beneficiaries") or
• provide any guarantee, security to
or the like on behalf of the Ultimate
Beneficiaries.
(b) The management has represented,
that, to the best of it's knowledge
and belief, as disclosed in the notes
to the Revised Standalone Financial
Statements, no funds have been
received by the Company from any
person(s) or entity(ies), 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 by or
on behalf of the Funding Party
("Ultimate Beneficiaries") or
• provide any guarantee, security by
or the like on behalf of the Ultimate
Beneficiaries.
(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (iv) (a) and (b) above, contain any
material mis-statement.
v) (a) The dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with
Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company
have proposed final dividend for the year
which is subject to the approval of the
members at the ensuing Annual General
Meeting. The amount of dividend
proposed is in accordance with Section
123 of the Act, as applicable.
vi) Based on our examination, which included
test checks and considering the report of
the auditor of the Transferor Company, the
Company has except as mentioned below,
used an accounting software for maintaining
its books of account for the financial year
ended 31st March, 2025 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.
a) The Transferor Company has started
using accounting software for
maintaining its books of account for the
financial year ended 31st March, 2025
which has a feature of recording audit
trail (edit log) facility effective 22nd April,
2024.
b) The feature of recording audit trail (edit
log) facility was not enabled for the
accounting software used for sales
order booking which are non- editable.
Further, wherever audit trail (edit log)
facility was enabled and operated
through the year, we did not come across
any instance of audit trail features being
tampered with and the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention.
(2) 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.
For Bhagwagar Dalal & Doshi
Chartered Accountants
Firm Registration No. 128093W
UDIN: 25034236BMIXAS7524
Yezdi K. Bhagwagar
Place: Mumbai Partner
Date: 29th May, 2025 Membership No. 034236
(23rd June, 2025, as to give effect to the matter
discussed under paragraph 3 above "Emphasis of Matter")
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