We have audited the accompanying standalone financiastatements of Gujarat Alkalies and Chemicals Limitec(“the Company”), which comprise the Balance Sheet asat March 31, 2025, the Statement of Profit and Lossincluding Other Comprehensive Income, the Statemenof Changes in Equity, and the Statement of Cash Flowsfor the year then ended, and notes to the standalonefinancial statements, including material accounting policyinformation and other explanatory information (hereinafteireferred to as “the standalone financial statements”).
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the information requiredby the Companies Act, 2013 (“the Act”) in the manner screquired and give a true and fair view in conformity withthe Indian Accounting Standards specified under section133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended (“Ind AS”), and otheiaccounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2025and its total comprehensive income (comprising loss andother comprehensive income), changes in equity, and itscash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financiastatements in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Ouiresponsibilities under those Standards are further describedin the Auditors' Responsibilities for the Audit of theStandalone Financial Statements section of our reportWe are independent of the Company in accordance withthe Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financiastatements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethicaresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financiastatements.
1) We draw attention to Note no. 5.2 to the standaloneannual financial statements, which states the fact thatin view of the losses of Rs. 13495.84 Lakhs incurredby the Joint Venture Company, GACL - Nalco Alkalies& Chemicals Private Limited (“JV”) during the yearand accumulated losses of Rs. 59468.49 Lakhs as atMarch 31, 2025, the Company, through an externalexpert, has carried out an impairment assessment ofits investment of Rs. 41,400 Lakhs ( 41,40,00,000equity shares of Rs. 10/- each in JV). As per theexternal expert's assessment, the fair value of theabove-referred equity investment in JV exceeds itscarrying value, and consequently, the managementhas determined that no impairment provision needsto be recognized against the carrying value of itsequity investment held in the said JV as at March31 , 2025.
2) We draw attention to Note no 44 to the standaloneannual financial statements regarding issuance ofCompulsory Convertible Debentures (CCDs) by GACLNAlCo Alkalies & Chemicals Private Limited (GNAL- JV) to the tune of Rs.50,000.00 lakhs. Companyhas entered into an arrangement for backstoppingsupport towards repayment of principal and coupon ofCompulsory Convertible Debentures (CCDs) amountingto Rs.30,000.00 lakhs (Previous year NIL) in proportionto the shareholding of Company in GNAL(60%).
Fair value of deemed Investment is Rs.24,596.58lakhs (As at March 31, 2024 NIL).
Fair value of Financial Obligation is Rs.21,786.74Lakhs (As at March 31, 2024 NIL) and fair value ofFinancial Guarantee Obligation is Rs.3,233.98 Lakhs(As at March 31, 2024 NIL) against the said CCDsas at March 31, 2025.
Our opinion is not modified in respect of this matter.Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thesestandalone financial statements of the current period.These matters were addressed in the context of ouraudit of the standalone financial statements as a whole,and in forming our opinion thereon, we do not provide aseparate opinion on these matters. We have determinedthe matters described below to be the key audit mattersto be communicated in our report.
Sr. No.
Key Audit Matters
Audit procedure
1
Valuation of Investments (Unquoted) (Refer
Principal Audit Procedures
note 6 and 37.9.1 to the standalone
Our audit procedures included:
1) Evaluated and tested the methodology adopted by the Company
with respect to the valuation of Investments in Equity and other
Securities instruments (unquoted), inter alia controls around:
a) periodic review undertaken by management, of the risksof the valuation approach/ methodology;
b) Examination of unobservable inputs used by valuer;
c) selection and competence evaluation of external valuerwhen the valuer is selected by Company;
d) When the investment is made jointly of some Companiespromoted by Government of Gujarat Companies, thenthe valuation may be undertaken jointly by Companiesor valuation may be done by investee company. In suchcases, we have relied on the valuation reports providedto us by management.
Conclusion:
Based on the procedures described above, we did not identify anymaterial exceptions to the management's assertions and treatment,presentation and disclosure of the subject matter in standalonefinancial statements
financial statements)
Investments in Equity and other SecuritiesInstruments (Unquoted) aggregate a significantamount of the Company's total assets asat March 31, 2025.
The Company measures its investments inEquity Instruments (Unquoted) at Fair Valuethrough Other Comprehensive Income andits investment in other Securities Instruments(Unquoted) at fair value through Profitand Loss as at the Balance Sheet date.Fair value is determined using valuationapproach / methodology for which significantinputs are unobservable inputs (Level 3inputs).
The valuation approach / methodologyadopted by the management is basedon valuation techniques used by externalvaluers. Valuers used multiple approaches tovalue investments which involves significantjudgement as regards the methods andinput used by them.
2
Litigations and Claims
(Refer Note No. 43 to the Standalone
Our audit procedures included the following:
Understood Management's internal instructions, process and controlfor determining and estimating the tax litigations, other litigations andclaims and its appropriate accounting and/or disclosure.
Discussed pending matters with the Company's personnel withrespect to status of cases of litigation and claims.
Assessed management's conclusions through understanding precedentsset in similar cases, reviewed the recommendations of the internalcommittee specially formed by the management, placed relianceupon the expert opinions, wherever obtained by the management.
We have assessed the adequacy and appropriateness of recognition,measurement, presentation and disclosure of the Contingent liabilitiesin the Standalone Financial Statements.
Financial Statements)
Litigation and claims are pending withmultiple tax and regulatory authorities andthere are claims from vendors/suppliersand employees which have not beenacknowledged as debt by the CompanyIn the normal course of business, financialinterests or exposures may arise frompending legal/regulatory proceedings andfrom above referred claims not acknowledgedas debt by the company. Whether a claimneeds to be recognized as liability ordisclosed as a contingent liability in theStandalone Financial Statements or isconsidered as remote, is dependent ona number of significant assumptions andjudgments made by the management. Theamounts involved are potentially significantand determining the amount, if any, to berecognized or disclosed in the financialstatements, is inherently subjective.
We have considered Litigations and claimsas Key Audit Matter because the estimateson which these amounts are based involve asignificant degree of management judgment,including accounting estimates that involveshigh estimation uncertainty.
1) Audited figures for the financial year ended March 31,2024 were carried out by the previous auditor K C.Mehta & Co. LLP, Chartered Accountants. Audit reporthas been obtained from management and relied uponby us for the purpose of our audit.
Information Other than the Standalone FinancialStatements and Auditors’ Report Thereon
The Company's Board of Directors is responsible for thepreparation of the other information. The other informationcomprises the information included in the Board's Report,including Annexures to the Board's Report, ManagementDiscussion and Analysis, Corporate Governance Report,Business Responsibility and Sustainability Report, andShareholder's Information but does not include the standalonefinancial statements and our auditors' report thereon. Theabove-referred information is expected to be made availableto us after the date of this audit report.
Our opinion on the standalone financial statements doesnot cover the other information, and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above and, in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the auditor otherwise appears to be materially misstated.
When we read the information, if we conclude that thereis a material misstatement therein, we are required tocommunicate the matter to those charged with governanceand take appropriate actions necessitated by thecircumstances and the applicable laws and regulations.
Responsibilities of Management and Those Charged withGovernance for the Standalone Financial Statements
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 statements thatgive a true and fair view of the financial position, financialperformance, total comprehensive income, changes in equity,and cash flows of the Company in accordance with theaccounting principles generally accepted in India, includingthe Indian Accounting Standards (Ind AS) specified undersection 133 of the Act.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation, and maintenance ofadequate internal financial controls that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparationand presentation of the standalone financial statementsthat give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeingthe Company's financial reporting process.
Auditors’ Responsibilities for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditors' report that includes ouropinion. Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether due tofraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• 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 Act, we are also responsible for expressing ouropinion on whether the Company has adequate internalfinancial controls with reference to standalone financialstatements in place and the operating effectivenessof such 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 thata material uncertainty exists, we are required to draw
attention in our auditors' report to the related disclosuresin the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtainedup to the date of our auditors' report. However, futureevents or conditions may cause the Company to ceaseto continue as a going concern.
• Evaluate the overall presentation, structure, and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.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 ofmost significance in the audit of the standalone financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditors'report unless law or regulation precludes public disclosureabout the matters or when, in extremely rare circumstances,we determine that a matter should not be communicatedin our report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,2020 (“the Order”) issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Act, we give in Annexure “A”, a statement onthe matters specified in paragraphs 3 and 4 of theOrder, to the extent applicable.
2. As required by Section 143(3) of the Act, we reportthat:
a. We have sought and obtained all the information andexplanations which, to the best of our knowledgeand belief, were necessary for the purposes ofour audit.
b. In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those books,except for the matters stated in paragraph (i) (vi)below on reporting under rule 11(g).
c. The Balance Sheet, the Statement of Profit andLoss including other comprehensive income, theStatement of Changes in Equity, and the Statementof Cash Flows dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act.
e. On the basis of the written representations receivedfrom the Directors as on March 31, 2025, takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025,from being appointed as a Director in terms ofSection 164(2) of the Act.
f. The observation relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph (b) above on reportingunder Section 143(3)(b) and paragraph (i) (vi)below on reporting under Rule 11(g).
g. With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements of the Company and theoperating effectiveness of such controls, refer toour separate report in Annexure “B”.
h. With respect to the other matters to be includedin the Auditors' Report in accordance with therequirements of section 197(16) of the Act, asamended:
In our opinion and to the best of our informationand according to the explanations given to us,the remuneration paid by the Company to itsDirectors during the year is in accordance withthe provisions of section 197 of the Act.
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. The Company did not have any long-term contractsincluding derivative contracts for which there werematerial foreseeable losses as at March 31,2025.
ii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company.
iii. a. The management has represented that, to the
best of its knowledge and belief, no funds havebeen advanced or loaned or invested (eitherfrom borrowed funds or share premium or anyother sources or kind of funds) by the Companyto or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”),with the understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether directly or indirectly, lend orinvest in other persons or entities identifiedin any manner whatsoever by or on behalfof the Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
b. The management has represented that, tothe best of its knowledge and belief, nofunds have been received by the Companyfrom any person(s) or entries), includingforeign entities (“Funding Parties”), with theunderstanding, whether recorded in writing orotherwise, that the Company shall, whetherdirectly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
c. Based on the audit procedures that havebeen considered reasonable and appropriatein the circumstances, nothing has come toour notice that has caused us to believe thatthe representations under sub-clause (i) and(ii) of Rule 11(e), as provided under (a) and(b) above, contain any material misstatement.
iv. As stated in Note 15(v) to the standalone financialstatements:
a. The final dividend proposed in the previousyear, declared and paid by the Companyduring the year is in accordance with section123 of the Act, as applicable.
b. The Board of Directors of the Company hasproposed a final dividend for the year which
is subject to the approval of the members atthe ensuing Annual General Meeting. Thedividend proposed is in accordance withsection 123 of the Act to the extent it appliesto the declaration of dividend.
v. Based on our examination, which included testchecks, the Company has used accounting softwarefor maintaining its books of account which has afeature of recording audit trail (edit log) facility, andthe same has operated throughout the year for allrelevant transactions recorded in the accountingsoftware at the application level. However, theCompany has not enabled the audit trail (edit log)feature at the database level in the accountingsoftware. We did not come across any instanceof the audit trail feature being tampered with atthe application level. Additionally, the audit trailhas been preserved by the company as per thestatutory requirements for record retention.
Chartered AccountantsFRN: 002438C
Partner
Place: Mumbai M. No.: 400755
Date: 16 May, 2025 UDIN: - 25400755BMJIVK4475