We have audited the accompanying standalone financial statements of M/S. KANORIA CHEMICALS & INDUSTRIES LIMITED (“the Company”), which comprisesthe Balance Sheet as at March 31, 2025, the Statement of Profit & Loss (including Other Comprehensive Income), the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies andother explanatory information (hereinafter referred to as “the standalone financial statements”).
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 informationrequired by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its loss and other comprehensive income, changes inequity and its cash flows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilitiesunder those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report. We areindependent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules there under, and we have fulfilledour other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for thefinancial year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to becommunicated in our report:
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Description of Key Audit Matter
How we addressed the matter in our audit
1
Investment in Subsidiaries
The Company carries its investments in two foreign subsidiariesat cost, adjusted for impairment if any. At 31st March 2025, totalinvestments amounted to Rs. 1488.94 million, the amount issignificant to the financial statements. Moreover, the testing ofimpairment exercise involves the use of estimates and judgments.The identification of impairment events and the determination ofan impairment charge also require the application of significantjudgments by management, in particular with respect to thetiming, quantity and estimation of future cash flows. In view ofthe significance of the investments and the above, we considerinvestment valuation/impairment to be a significant key auditmatter.
Besides obtaining an understanding of management's process and controlswith regard to testing the investment for impairment, our audit procedurescomprised, amongst others:
• We have assessed the valuation methodology used by management and therequirements in Ind AS and tested the inputs used.
• Our audit response also consisted of analysing the possible indications ofimpairment and discussed them with management.
• We have discussed the forecasted results of the investments withmanagement and also reviewed the substantiation of the forecasts based onhistorical information.
• We have reviewed the market value of assets provided by the managementbased upon prevalent market conditions and evidences of the market valueof the assets.
INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in theannual report, but does not include the standalone financial statements and our auditor's report thereon. The annual report is expected to be made available to usafter the date of this auditor's report. Our opinion on the financial statements does not cover the other information and we will not express any form of assuranceconclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomesavailable and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit,or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equityof the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the relevant rules, as amended. This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation andmaintenance 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.
In preparing the standalone financial statements, the Board of Directors 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 the Board of Directors either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whetherdue 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 thatan audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
a. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform auditprocedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga 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.
b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
d. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
e. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalonefinancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning thescope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings,including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and tocommunicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure of about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interests 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 Government of India in terms of sub-section (11) of section143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2) 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 are necessary for the purpose ofour audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
c) The Balance Sheet, Statement of Profit & Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flowsdealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Actread with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
e) On the basis of written representations received from the Directors as on March 31, 2025 taken on record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 from being appointed as a director in terms of section 164(2) of the Act.
f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reportingunder Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
g) With respect to the adequacy of the internal financial controls with reference to the standalone financial statement of the Company and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure B”.
h) In our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid/provided bythe Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act; and
i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best of our information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its Standalone financial statements -Refer Note No. 33 to the Standalone financial statements.
ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, exceptfor Rs. 1.80 million which is held in abeyance due to pending legal cases.
iv) a. The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to accounts, during the year 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 Companyto or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding whether recorded in writing orotherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (Ultimate beneficiaries) or provide any guarantee, security or the like on behalf of the ultimatebeneficiaries (Refer Note 52 to the standalone financial statements).
b. The management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, during the year nofunds 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, whether, directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries (Refer Note 53 to the standalone financial statements).
c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our attentionthat cause us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph (2) (i) (iv) (a) & (b)above, contain any material mis-statement.
v) The Company has not declared any dividend in previous financial year which has been paid in current year. Further, no dividend has been declaredin current year. Accordingly, the provision of section 123 of the Act is not applicable to the Company.
vi) Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares formaintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the yearfor all relevant transactions recorded in the respective software and we did not come across any instances of audit trail feature being tamperedwith during the course of our audit:
a. The feature of recording audit trail (edit log) is not enabled at the application layer of the software for payroll management.
b. The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accountingsoftwares used for maintaining the books of account.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention except for the exceptions mentionedabove.
For Singhi & Co.Chartered AccountantsFirm Registration No. 302049E
(Rahul Bothra)Partner
Place: New Delhi Membership No. 067330
Dated: May 21, 2025 UDIN: 25067330BMLGPE9170