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Auditor Report of PC Jeweller Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

TO THE MEMBERS OF PC JEWELLER LiMiTED

Report on the Audit of the Standalone Financial Statements Qualified

opinion

1. We have audited the accompanying standalone financial
statements of Pc Jeweller limited (''the Company''), which
comprise the Standalone Balance Sheet as at 31 March 2023,
the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Cash Flow
Statement and the Standalone Statement of Changes in
Equity for the year then ended and notes to the financial
statements including a summary of the significant 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
accordingto the explanations given to us, except for the
possible effectsof the matter described in the Basis for
Qualified Opinionsection of our report, the aforesaid
standalone financialstatements give the information required
by the CompaniesAct, 2013 ('' the Act'') in the manner so
required and give a trueand fair view in conformity with the
Indian Accounting Standards ("Ind AS") prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and other
accounting principles generally accepted in India, ofthe state
of affairs of the Company as at 31 March 2023 and itsloss
(including other comprehensive income), its cash flowsand
the changes in equity for the year ended on that date.

3. Basis for Qualified opinion

(i) As explained in Note 51 to the accompanying standalone
financial statements, the Company during the financial
year ended 31 March 2019 had provided discounts of
? 513.65 crore to its export customers which had been
adjusted against the revenues for the said year. The
Company had initiated the process of complying with
the requirements of the Master Circular on Exports
of Goods and Services issued by the Reserve Bank of
India and had filed the necessary applications with the
appropriate authority for approval of such discounts,
which is a prerequisite, under the Foreign Exchange
Management Act, 1999. Subsequently, the Company has
obtained the approvals from the authorized dealer banks
for reduction in receivables corresponding to discounts
amounting to ? 330.49 crore. For the remaining discounts
of ?183.16 crore, in the absence of requisite approvals

and material evidence related to such transactions, we
are unable to comment on the impact, if any, of the same
on the accompanying standalone financial statements.
Auditor''s Opinion for the year ended 31 March 2019, 31
March 2020, 31 March 2021 and 31 March 2022 were also
modified in respect of this matter.

(ii) With respect to provision for the expected credit
loss/impairment relating to overdue overseas Trade
Receivables as required under Ind-AS 109, the
management has calculated an additional provision
of ? 11.96 crores during the year in respect of these
overdue receivables. However, no realization has been
made during the year against overdue trade receivables
towards export of goods aggregating to ? 1707.27 crores
(including unrealized foreign currency exchange gain
of ? 239.74 crores) as on 31 March 2023 out of which ?
1355.56 crores (including unrealized foreign currency
exchange gain of ? 197.04 crores) is outstanding from
more than 3 years. Also no export transactions have
been done with these overseas debtors during the
year. Further, as informed to us, legal notices have been
served to the overseas debtors and the company is in
process of finalizing legal counsel for initiating legal
proceedings. Upto 31 March 2023, the company has
made an ECL provision of only ? 262.59 crore based on
revised payment schedule as provided by the overseas
debtors.

Despite of no realization as per the scheduled expected
dates from the export receivables and considering the
initiation of legal route for recovery during the year, we
are unable to examine adequacy of the provision for
expected credit losses and its consequential impact and
adjustments on the accompanying standalone financial
statements.

(iii) As explained in Note 50 to the accompanying standalone
financial statements, due to rejection of the resolution
plan by the Lenders, the Lead Bank has initiated the
recovery proceedings through Debt Recovery Tribunal
(DRT) and obtained an order to seize, take control and
prepare an inventory of entire stocks of hypothecated
assets to the lenders. In response, the company has
moved to the Debts Recovery Appellate Tribunal (DRAT)
against the order of the DRT, and the matter is sub-judice.
Meanwhile some of the other consortium members have
also filed their recovery suit in DRT against the company.

According to the Order of DRT and DRAT, the appointed
agencies along with valuers have started necessary
implementation of the Order including inventorization
and valuation of inventory at some locations of the
company. Since, those locations were carrying major
inventory and were under process of inventorization
and valuation as per the order of DRT/DRAT as on
31 March 2023, the physical verification/inspection/
valuation of the inventory could not be conducted
by the management at these locations. This, being a
significant event, may have an adverse impact on the
Goodwill and the Brand image of the company which
may affect the Net Realisable Value of the Inventory.
Further, significant quantum of inventory was lying with
Third Parties (Karigars/Job-Workers) which could not be
physically verified/inspected by independent agency/
lenders. Such inventory lying with third parties is not
adequately insured.

Further, no valuation reports by the independent
Gemologist/valuer were made available to us for the
inventory as shown in accompanying standalone
financial statements.

In view of the above, we are unable to examine
and express an opinion on inventory value and
its consequential impact and adjustments on the
accompanying standalone financial statements.

4. 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 (''the 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 thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI''s Code of Ethics. We believe that the audit evidence
obtained by us, is sufficient and appropriate to provide a
basis for our qualified opinion.

Material Uncertainty related to Going Concern

5. Rejection of proposed resolution plan in relation to
company''s borrowing exposure, Order of DRT for initiation
of full recovery proceedings on application of lead bank (SBI)
and issuance of recall notices by the lenders, as explained
in Note 50 to the accompanying standalone financial

statements, indicates that a material uncertainty exists that
may cast significant doubt on the ability of the company to
continue as a going concern.

Our opinion is not modified in respect of this matter.

Emphasis of Matters

6. We draw attention to:

(i) Note 52 to the accompanying standalone financial
statements regarding the delays in receipt of proceeds
denominated in foreign currency against export of
goods made by the company to its overseas customers
aggregating to ? 1707.27 crores as on 31 March 2023,
beyond the timelines stipulated under the Foreign
Exchange Management Act, 1999. The management of
the company has filed the necessary applications with
the appropriate authority for condonation of such delays
to regularize the default. Pending condonation of such
delay by the appropriate authority, management is of
the view that the possible penalties that may be levied,
are currently unascertainable but would not be material
and accordingly, no consequential adjustments have
been made to the accompanying standalone financial
statements with respect to such delay/default.

(ii) Note 53 to the accompanying standalone financial
statements regarding impairment assessment of
company''s total exposure in its subsidiaries. The
management of the company has carried out the
impairment assessment using the ''Discounted Cash Flow
Valuation Model'', which is complex and involves the use
of significant management estimates and assumptions
that are dependent on expected future market and
economic conditions and accordingly recognized
additional provision for impairment amounting to ?
104.15 crores in respect of exposure in PC Universal
Private Limited in the standalone financial statements of
the company.

Our opinion is not modified in respect of the above
matters.

Key Audit Matters

7. 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.

Except for the matters described in the Basis for Qualified
Opinion section and material uncertainty related to the
going concern section, we have determined that there are no
other key audit matters to be communicated in our report.

information other than the Standalone Financial Statements

and Auditor''s Report thereon

8. The Company''s Management and Board of Directors are
responsible for the preparation of other information. The
other information comprises the information included in
the Company''s annual report, but does not include the
standalone financial statements and our auditor''s report
thereon. The annual report is to be made available to us after
the date of the auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained during the course of audit, or otherwise
appears to be materially misstated.

When we read the other information identified above, if we
conclude thatthere is a material misstatement therein, weare
required to communicate the matter to those charged with
governance and take necessary actions as per applicable
laws and regulations.

Responsibilities of Management and those Charged with

Governance for the Standalone financial Statements

9. The accompanying standalone financial statements havebeen
approved by the Company''s Board of Directors.The Company''s
Board of Directors is responsible for thematters stated in
section 134(5) of the Act with respect tothe preparation of
these standalone financial statementsthat give a true and fair
view of the financial position,financial performance including
other comprehensiveincome, changes in equity and cash
flows of the Companyin accordance with the accounting
principles generallyaccepted in India, including the Ind AS
specified undersection 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in
accordancewith the provisions of the Act for safeguarding of
the assetsof the Company and for preventing and detecting
frauds andother irregularities; selection and application of
appropriateaccounting policies; making judgments and
estimates thatare reasonable and prudent; and design,

implementationand maintenance of adequate internal
financial controls,that were operating effectively for ensuring
the accuracyand completeness of the accounting records,
relevant to thepreparation and presentation of the financial
statementsthat give a true and fair view and are free from
materialmisstatement, whether due to fraud or error.

10. In preparing the standalone financial statements,
management is responsible for assessing the company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the company or to cease operations, or
has no realistic alternative but to do so.

11. The Board of Directors are also responsible for overseeing the
company''s financial reporting process.

auditor''s Responsibilities for the audit of the Standalonefinancial Statements

12. 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.

13. As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

â¢ 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.

â¢ Obtain an understanding of internal financial controls
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.

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management.

â¢ 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.

â¢ 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.

14. 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.

15. 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.

16. 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.

Other Matter

17. Advance recoverable from Staff amounting to ? 2.12
crore (including ? 1.13 crore pertaining to Key Managerial
Personnel) has been written off during the year after taking
approvals from the board of directors as well as Audit
Committee.

18. As mentioned in the order of the DRAT, a special audit
has been ordered by bankers to audit the exchange sales
transactions without payment of cash/ transfer of money,
and to submit weekly details of Exchange Sales to Agency for
Specialized Monitoring (ASM) appointed by lenders for his
verification. As per the information furnished to us, including
the reports of ASM, the company has recorded exchange
sales of ? 1795.70 crore approx. (including GST) out of total
sales of ? 2424.32 crore (including GST) for the year ended 31
March 2023.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

19. As required by section 197(16) of the Act, based on our
audit and to the best of our information and according to
the explanations given to us, we report that the Company
has paid remuneration to its directors during the year in
accordance with the provisions of and limit prescribed under
Schedule V of the Act.

20. 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 A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

21. As required by Section 143(3) of the Act, we report that:

(a) we have sought and except for the matter described in
the Basis for Qualified Opinion section, obtained all the
information and explanations which to the best of our
knowledge and belief were necessary for the purpose
of our audit of the accompanying standalone financial
statements;

(b) except for the possible effects of the matter described
in the Basis for Qualified Opinion section, 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;

(d) except for the possible effects of the matter described
in the Basis for Qualified Opinion section, in our opinion,
the aforesaid standalone financial statements comply
with Ind AS specified under section 133 of the Act;

(e) on the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31
March 2023 from being appointed as a director in terms
of section 164(2) of the Act;

(f) the qualifications relating to the maintenance of
accounts and other matters connected therewith are as
stated in the Basis for Qualified Opinion section;

(g) we have also audited the internal financial controls
with reference to financial statements of the Company
as on 31 March 2023 in conjunction with our audit of
the standalone financial statements of the Company
for the year ended on that date and our report as per
"Annexure B" expressed unmodified opinion; and

(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, as detailed in Note 44 to the
standalone financials statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2023;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March 2023.

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 ended 31 March 2023.

iv. (a) The Management has represented that, to the

best of its knowledge and belief, no funds have
been advanced or loaned or invested (either
from borrowed funds or share premium or any
other sources or kind of funds) by the company
to or in any other person or entity, including
foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or
otherwise, that the Intermediary shall:

â¢ 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")

â¢ provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to
the best of it''s knowledge and belief, no funds
have been received by the company from any
persons or entities, including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that
the company shall:

â¢ 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")

â¢ 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
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material mis-statement.

v. No dividend has been declared or paid during the
year by the company.

vi. Since applicability of maintenance of audit trail in
accounting software has been deferred to 1 April
2023, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 is not applicable
for the financial year ended 31 March 2023.

For Arun K Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 003917N)

Sd/-

Arun Kumar Agarwal

(Partner)

M. No. 082899

UDIN: 23082899BGXXGO6293

Place: New Delhi

Date: 30.05.2023

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of PC Jeweller Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018 and, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The audit of the standalone financial statements for the year ended 31 March 2017 were jointly carried out and reported by Sharad Jain Associates, Chartered Accountant and us, vide unmodified report dated 25 May 2017. Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure A, 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 purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 25 May 2018 as per Annexure B expressed unmodified opinion; and

g) with respect to the other matters to be included in the Auditorâs 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, as detailed in note 44 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts 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; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure A to the Independent Auditorâs Report of even date to the members of PC Jeweller Limited on the standalone financial statements for the year ended 31 March 2018 Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest.

(b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment/receipts of the principal amount and the interest are regular;

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 and other relevant provision of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended), as applicable, have been complied with in respect of the deposits accepted, except for the compliance of the requirements of section 73(2)(c) of the Act where the amount maintained by the Company in a separate Deposit Repayment Reserve Account with a scheduled bank, as at 31 March 2018 is short by Rs. 1.90 crores. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, in this regard.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companyâs products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Except for significant delay in payment of advance tax under the Income-tax Act, 1961, Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service-tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they become payable are as follows:

Name of the statue	Nature of the dues	Amount (excluding interest) (Â¥ in crores)	Period to which the amount relates	Due date	Date of payment
Income-tax Act, 1961	Advance tax	8.82	Financial year 2017-18	15 September 2017	Not yet paid

b) The dues outstanding in respect of income-tax, sales tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount (Â¥ in crores)

Amount paid under Protest (Â¥ in crores)

Period to which the amount relates

Forum where dispute is pending

Income-tax Act, 1961

Income-tax

0.19

0.03

(Refer note below)

Assessment year (âAYâ) 2009-10

Income-tax Appellate Tribunal (âITATâ)

Income-tax Act, 1961

Income-tax

0.38

AY 2011-12

ITAT

Income-tax Act, 1961	Income-tax	0.85	-	AY 2013-14	ITAT
Income-tax Act, 1961	Income-tax	4.43	_-	AY 2014-15	ITAT
Rajasthan Value Added Tax Act, 2003	Value added tax	0.05		Financial year (âFYâ) 2010-11	Rajasthan Tax Board, Ajmer (âRTBâ)
Rajasthan Value Added Tax Act, 2003	Value added tax	0.44	-	FY 2011-12	RTB
Rajasthan Value Added Tax Act, 2003	Value added tax	0.50	-	FY 2012-13	RTB
Rajasthan Value Added Tax Act, 2003	Value added tax	2.73	-	FY 2013-14	RTB
Rajasthan Value Added Tax Act, 2003	Value added tax	2.31	-	FY 2014-15	RTB
Rajasthan Value Added Tax Act, 2003	Value added tax	2.21	-	FY 2015-16	RTB
Customs Act, 1962	Custom duty	2.43	2.43	FY 2010-11	Principal Commissioner of Customs, New Delhi

Note

Further, vide a refund order for AY 2014-15 issued by Commissioner of Income-tax (Appeals), an additional sum of Rs. 0.19 crores has also been adjusted against the said demand by the ITAT.

(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or any dues to debenture-holders during the year. Further, the Company did not have any loans or borrowings payable to the government.

ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B to the Independent Auditorâs Report of even date to the members of PC Jeweller Limited on the standalone financial statements for the year ended 31 March 2018

Annexure B

Independent Auditorsâ Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

1. In conjunction with our audit of the standalone financial statements of PC Jeweller Limited (âthe Companyâ) as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (âIFCoFRâ) of the Company as at that date.

Managementâs Responsibility for Internal Financial Controls

2. The Companyâs Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 the Companyâs business, including adherence to Companyâs 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.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on the Companyâs IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note issued by 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 IFCoFR were 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 IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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 auditorâs judgement, including the assessment of the risks of material misstatement of the 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 Companyâs IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A companyâs IFCoFR 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 companyâs IFCoFR includes those policies and procedures that (1) 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 authorisations 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 companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR 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, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

Sd/-

Anupam Kumar

Partner

Membership No.: 501531

Place: New Delhi

Date: 25 May 2018

Mar 31, 2017

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of PC Jeweller Limited (the âCompanyâ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âActâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2017, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2016 and 31 March 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditorâs reports to the shareholders of the Company dated 30 May 2016 and 14 May 2015 respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (the âOrderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure A, 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 purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCOFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 25 May 2017, as per Annexure B, expressed unmodified opinion; and

g) with respect to the other matters to be included in the Auditorsâ 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, as detailed in note 46 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts 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; and

iv. the Company has provided disclosures in Note 44 to the financial statements regarding holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, the total receipts, total payments and total amount deposited in banks are in accordance with the books of account maintained by the Company. However, in the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness of classification between Specified Bank Notes and other denomination notes of âPermitted receiptsâ, âNon-permitted receiptsâ, âPermitted paymentsâ and âAmount deposited in banksâ as disclosed under such note.

ANNEXURE A TO THE INDEPENDENT AUDITORSâ REPORT

of even date to the members of PC Jeweller Limited on the Standalone Financial Statements for the year ended 31 March 2017

Annexure A

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head âProperty, plant and equipmentâ) are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year except for stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to these loans:

(a) in our opinion, the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest;

(b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment/receipts of the principal amount and the interest are regular; and

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has complied with the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 and other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, in this regard.

(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases and except for significant delay in payment of advance tax under the Income-tax Act, 1961. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in crores)			Amount paid under protest (Rs. in crores)	Period to which the amount relates		Forum where dispute is pending
Income-tax Act, 1961	Income-tax	0.16			0.02	Assessment Year 2008-09		Commissioner of Income-tax (Appeals)
Income-tax Act, 1961	Income-tax	0.19			0.03	Assessment Year 2009-10		Commissioner of Income-tax (Appeals)
Income-tax Act, 1961	Income-tax	0.04			_- *	Assessment Year 2010-11		Commissioner of Income-tax (Appeals)
Income-tax Act, 1961	Income-tax	0.38			Nil	Assessment Year 2011-12		Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax		0.21	Nil		Assessment Year 2012-13	Income-tax Appellate Tribunal
Income-tax Act, 1961	Income-tax		0.85	0.12		Assessment Year 2013-14	Commissioner of Income-tax (Appeals)
Income-tax Act, 1961	Income-tax		4.43	0.67		Assessment Year 2014-15	Commissioner of Income-tax (Appeals)

* rounded off to nil

(ix) The Company did not raise moneys by way of initial public offer/ further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has made preferential allotment of compulsorily convertible preference shares and compulsorily convertible debentures. In respect of these securities, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised have been used for the purposes for which the funds were raised.

(xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP For Sharad Jain Associates

Chartered Accountants Chartered Accountants

Firm Registration No. 001076N/N500013 Firm Registration No. 015201 N

Sd/- Sd/-

per Anupam Kumar per Sharad Jain

Partner Partner

Membership No. 501531 Membership No. 83837

Address: L 41, Connaught Circus Address: 213, Hans Bhawan,

New Delhi - 110001 , Bahadur Shah Zafar Marg

Delhi - 110002

Place: New Delhi

Date: 25 May 2017

Mar 31, 2016

1. We have audited the accompanying standalone financial statements of PC Jeweller Limited (the ''Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s responsibility for the standalone financial statements

2. 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 of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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.

Auditors'' responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. 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 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 31 March 2016, its Profit and its cash flows for the year ended on that date.

Report on other legal and regulatory requirements

9. As required by the Companies (Auditors'' Report) Order, 2016 (the ''Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure I, as required by Section143(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 purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCOFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 30 May 2016 as per Annexure II expressed unmodified opinion; and

g. 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, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 18 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure I to the Independent Auditors'' Report of even date to the members of PC Jeweller Limited on the standalone financial statements for the year ended 31 March 2016

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head ''fixed assets'') are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted unsecured loan to one company covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest;

(b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment/receipts of the principal amount and the interest are regular; and

(c) there is no overdue amount in respect of loan granted to such company.

(iv) In our opinion, the Company has complied with the provisions of sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has complied with the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 and other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, in this regard.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases except for significant delay in payment of advance tax under the Income-tax Act, 1961. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute Nature of the Amount (excluding Period to which the dues interest) (Rs. in crores) amount relates

Income-tax Act, Advance tax 26.93 Financial Year 1961 2015-16

Name of the Statute Due date Date of payment

Income-tax Act, 1961 15 September 2015 Not yet paid

(b) The dues outstanding in respect of income-tax, sales tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the Nature of Amount Amount paid statute dues (Rs. in crores) under Protest (Rs. in crores)

Income-tax Act, Income-tax 0.16 Nil 1961

Income-tax Act, Income-tax 0.85 Nil 1961

Name of the Statute Period to which the Forum where dispute amount relates is pending

Income-tax Act,1961 Assessment Year Commissioner of 2008-09 Income-tax (Appeals)

Income-tax Act,1961 Assessment Year Commissioner of 2013-14 Income-tax (Appeals)

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution during the year. The Company did not have any loans or borrowings payable to the Government. Further, the Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the company has not entered into any non- cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP For Sharad Jain Associates

(formerly Walker, Chandiok & Co) Chartered Accountants

Chartered Accountants F. R. No. 015201N

F. R. No. 001076N/N500013

Sd/- Sd/-

per Anupam Kumar per Sharad Jain

Partner Partner

Membership No. 501531 Membership No. 83837

Address: L 41, Connaught Circus Address: 213, Hans Bhawan, New Delhi - 110001 1, Bahadur shah Zafar Marg Delhi Â 110 002

Place: New Delhi

Date: 30 May 2016

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of PC Jeweller Limited (the ''Company1), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor'' s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. 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 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 31 March 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2015 (the ''Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. 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 purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act; and

f. 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, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 19 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors'' Report of even date to the members of PC Jeweller Limited on the standalone financial statements for the year ended 31 March 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Comp any is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loan to a company covered in the register maintained under Section 189 of the Act; and with respect to this loan:

(a) the principal and interest amounts are not due for repayment currently; and

(b) there is no overdue amount in respect of loan granted to such a company.

(iv) Owing to the nature of its business, the Company does not sell any services. Accordingly, clause 3(iv) of the Order with respect to sale of services is not applicable. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund,employees'' state insurance, income-tax, sales-tax, wealth tax,service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Amount paid under statute (Rs. in lacs) protest (Rs.)

Income-tax Act, Income- tax 38.17 - 1961

Name of the Period to which Forum where dispute is statute the amount relates pending

Income-tax Act, Assessment year 2011-2012 Commissioner of 1961 Income Tax (Appeals)

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank during the year. The Company has no dues payable to debenture-holders during the year.

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co LLP For Sharad Jain Associates (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants F. R. No. 015201N F. R. No. 001076N/N500013

Sd/- Sd/-

per Anupam Kumar per Sharad Jain Partner Partner Membership No. 501531 Membership No. 83837

Address Address L 41, Connaught Circus 213, Hans Bhawan, New Delhi - 110001 1, Bahadur shah Zafar Marg Delhi - 110 002

Place: New Delhi Date: 14 May 2015

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of PC Jeweller Limited (formerly known as PC Jeweller Private Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act; and

e. on the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditor''s Report of even date to the members of PC Jeweller Limited (formerly known as PC Jeweller Private Limited), on the financial statements for the year ended March 31, 2013.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for stocks lying with third parties. For stocks lying with third parties at the year- end, written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales tax, income-tax, custom duty, wealth tax, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of Amount Amount Paid Period to which Forum where

statute dues (Rs.) Under Protest the amount relates dispute is

(Rs.) pending

Delhi Value Added Value Added 1,852,894 Nil Financial Year Delhi VAT

Tax Act, 2004 Tax 2007-08 Tribunal (x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) The Company has no dues payable to a financial institution or debenture-holders during the year. Accordingly, the provisions of clause 4(xi) of the Order with respect to financial institution or debenture- holders are not applicable. The Company has not defaulted in repayment of dues to any bank during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to (parties or companies) covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) We have verified the end use of money raised by public issue as disclosed by the management in the other explanatory information to the financial statements.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit

for Walker, Chandiok & Co for Sharad Jain Associates

Chartered Accountants Chartered Accountants

Firm Registration No. 001076N Firm Registration No. 015201N

Sd/- Sd/-

per B.P. Singh Per Sharad Jain

Partner Partner

Membership No. 70116 Membership No. 83837

Place: New Delhi Place: New Delhi

Date: May 20, 2013 Date: May 20, 2013

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