We have audited the accompanying Ind AS financial statementsof Resonance Specialties Limited (the “Company”), whichcomprise of the Balance Sheet as at March 31, 2026, theStatement of Profit and Loss, the Statement of Changes inEquity and Statement of Cash Flows for the year then ended,and a summary of material accounting policies and otherexplanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid Ind AS financialstatements give the information required by the Act in themanner so required and give a true and fair view in conformitywith the Indian Accounting Standards prescribed underthe Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, as amended, (“Ind AS”)and other accounting principles generally accepted in India, ofthe state of affairs of the Company as at March 31, 2026, theprofit and total comprehensive income, changes in equity andits cash flows for the year ended on that date.
Basis of Opinion
We conducted our audit of the financial statements inaccordance with the Standards on Auditing (“SA”s) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (“ICAI”) together with theethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and theRules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe ICAI's Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thefinancial statements of the current period. These matters wereaddressed in the context of our audit of the financial statementsas a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
1. Inventory Valuation (Finished Goods):
4CNP, Pyrazinamide, 2,6-L, 2,6-DPA-3P,2,4,6-Collidine and chemical based inventoryforms a significant part of the Company'sinventory of which prices are fluctuating innature and also depends on prices, decisionsand conditions of other countries. Inventories arevalued at lower of cost and net realisable value.
Auditor's Response
Our audit procedures over inventory valuation included the following:
Testing the design, implementation and operating effectiveness of keyinternal financial controls, including controls over valuation of inventory.
Testing on a sample basis the accuracy of cost for inventory by verifyingthe actual manufacturing cost component wise. Testing the net realizablevalue by comparing actual cost with most recent selling price.
2. Evaluation of Contingent Liabilities
(Refer note 45 - “Contingent Liabilities”)There are a number of material regulatory andtax cases against the Company. Significantjudgement is required in estimating / reassessingthe level of provisioning and/ or disclosures. Themanagement's assessment is supported byadvice from independent legal/ tax consultants.We considered this as a Key Audit Matter asthe eventual outcome of litigations is uncertainand the positions taken by the Managementare based on the application of significantjudgement and estimation. Any unexpectedadverse outcomes could significantly impact theCompany's results and financial position.
Auditors Response
Our procedures included, Discussing with the management and tax andregulatory department heads to understand matters under litigation;Reading external legal opinions obtained by management, whereavailable; Assessing management's conclusions;
For Direct tax litigations, involving internal tax experts to understandthe current status of tax cases and monitoring changes in the disputesby reading details received by the Company; Performing detailedprocedures on the underlying calculations supporting the provisionsrecorded and ensuring adequacy of disclosures made.
Based on the above procedures performed, we have not identified anysignificant exceptions relating to disclosure of contingent liabilities andaccounting for provisions for litigations.
Information Other than the Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Annual Report, but does not include thefinancial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover theother information and we will not express any form of assuranceconclusion thereon.
In connection with our audit of the financial statements, ourresponsibility is to read the other information and, in doingso, consider whether the other information is materiallyinconsistent with the financial statements or our knowledgeobtained in the audit, or otherwise appears to be materiallymisstated.
(When we read the Annual Report, if we conclude thatthere is a material misstatement therein, we are required tocommunicate the matter to those charged with governance)
Responsibility of Management for the Ind AS FinancialStatements
The Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these IndAS Financial Statements that give a true and fair view ofthe financial position, profit (including other comprehensiveincome), changes in equity and cash flows of the Company inaccordance with the accounting principles generally acceptedin India, including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act, read with Rule 4 ofthe Companies (Ind AS) Rules, 2015. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding ofthe assets of the Company and for preventing and detectingfrauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the Ind ASFinancial Statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the financial statements, management isresponsible for assessing the Company's ability to continue asa going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing thecompany's financial reporting process.
Auditor's Responsibilities for the Audit of Ind AS FinancialStatements
Our objectives are to obtain reasonable assurance aboutwhether the Ind AS financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will alwaysdetect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably beexpected to influence the economic decisions of users takenon the basis of these Ind AS financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe Ind AS financial statements, whether due to fraud orerror, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error,as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsiblefor expressing our opinion on whether the company hasinternal financial controls with reference to FinancialStatements in place and the operating effectiveness ofsuch controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to drawattention in our auditor's report to the related disclosuresin the Ind AS financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to thedate of our auditor's report. However, future events orconditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and contentof the Ind AS financial statements, including thedisclosures, and whether the Ind AS financial statementsrepresent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financialstatements that, individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeableuser of the financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in(i) planning the scope of our audit work and in evaluatingthe results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
Report on other Legal and Regulatory Requirements
As required by 'the Companies (Auditor's Report) Order, 2020'(“the order”), issued by the Central Government of India interms of sub-section (11) of Section 143 of Companies Act,2013, we give in the Annexure- A, a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extentapplicable.
As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
b) In our opinion proper books of account as required bylaw have been kept by the company, so far as appearsfrom our examination of those books;
c) The Balance Sheet, the Statement of Profit and Lossincluding Other Comprehensive Income, the Statementof Cash Flow and the Statement of Changes in Equitydealt with by this Report are in agreement with the booksof account;
d) In our opinion, the aforesaid Ind AS financial statementscomply with the Indian Accounting Standards specifiedunder Section 133 of the Act.
e) On the Basis of written representations received from theDirectors as on 31st March, 2026 and taken on recordby the Board of Directors , none of the directors isdisqualified as on 31st March, 2026, from being appointedas a Directors in terms of section 164(2) of the Act;
f) With respect to the adequacy of the internal financialcontrols over financial reporting of the company andthe operating effectiveness of such controls, refer to ourseparate report in Annexure B.
g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements ofsection 197(16) of the Act, as amended, in our opinionand to the best of our information and according to theexplanations given to us, the remuneration paid by theCompany to its directors during the year is in accordancewith the provisions of section 197 of the Act.
h) With respect to the other matters to be included in theAuditor's Report and to our best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its Ind ASfinancial statements in Note No. 45
ii. The Company did not have any long-term contractsincluding derivatives contracts for which there wereany material foreseeable losses.
iii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company.
iv. a) The Company has represented that no funds
have been advanced or loaned or invested(either from borrowed funds or share premiumor any other sources or kind of funds) by thecompany to or in any other persons or entities,including foreign entities (“Intermediaries”),with the understanding, whether recordedin writing or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identified inany manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalfof the Ultimate Beneficiaries other than thosedisclosed in the notes to accounts.
b) The Company has represented that no fundshave been received by the company from anypersons or entities, including foreign entities(“Funding Parties”), with the understanding,whether recorded in writing or otherwise,that the Company shall, whether, directly orindirectly, lend or invest in other persons orentities identified in any manner whatsoeverby or on behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries other than those disclosed in thenotes to accounts.
c) Based on audit procedures consideredreasonable and appropriate in the circumstances,nothing has come to our notice that has causedus to believe that the representations under sub¬clause (a) and (b) above contain any materialmisstatement.
v. The company has complied with section 123 of theact with respect to dividend declared and paid duringthe year.
vi. Based on our examination, which included testchecks, the Company has used accounting softwaresystems for maintaining its books of account for thefinancial year ended March 31, 2026 which havethe feature of recording audit trail (edit log) facilityand the same has operated throughout the year forall relevant transactions recorded in the softwaresystems. Further, during the course of our audit wedid not come across any instance of the audit trailfeature being tampered with and the audit trail hasbeen preserved by the Company as per the statutoryrequirements for record retention.
For Kailash Chand Jain & Co.
Chartered AccountantsFirm Registration No.: 112318W
Saurabh Chouhan
Partner
Membership No.: 167453UDIN:26167453AVOFR28557
Date: May 14, 2026Place: