of material misstatement of the standalone financial statements. The results of our audit procedures, including the proceduresperformed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financialstatements.
We have audited the accompanying standalone financialstatements of NACL Industries Limited ("the Company"),which comprise the Balance sheet as at March 31, 2026, theStatement of Profit and Loss, including the statement ofOther Comprehensive Income, the Cash Flow Statement andthe Statement of Changes in Equity for the year then ended,and notes to the standalone financial statements, including asummary of material accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013, as amended ("the Act") in the mannerso required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31, 2026, its profitincluding other comprehensive income, its cash flows and thechanges in equity for the year ended on that date.
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (SAs), asspecified under section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the
Company in accordance with the 'Code of Ethics' issued bythe Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act andthe Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouraudit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the financial year endedMarch 31, 2026. These matters were addressed in the contextof our audit of the standalone financial statements as a whole,and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. For each matter below, ourdescription of how our audit addressed the matter is providedin that context.
We have determined the matters described below to bethe key audit matters to be communicated in our report. Wehave fulfilled the responsibilities described in the Auditor'sresponsibilities for the audit of the standalone financialstatements section of our report, including in relation to thesematters. Accordingly, our audit included the performance ofprocedures designed to respond to our assessment of the risks
Key audit matters
How our audit addressed the key audit matter
(a) Recognition and measurement of revenues
Refer to note 3.3, note 3.25.1 and note 22 to the standalonefinancial statements.
Revenue from sale of goods is recognised when the controlof goods is transferred to the customers. In accordance withthe accounting policy, control is transferred either whenthe product is delivered to the customer's site or when theproduct is shipped, depending on the applicable terms.
This has been determined as a key audit matter in viewof the judgement and estimates involved in assessing theterms of sales arrangement, including the timing of transferof control, and accrual of rebates and sales returns.
Our audit procedures amongst others included the following:
• We understood the revenue recognition process, evaluatedthe design and implementation of internal controls relating torevenue recognition.
• We selected samples and tested the operating effectiveness ofinternal controls relating to transfer of control. We carried outa combination of procedures involving enquiry, observation,and inspection of evidence in respect of operation of thesecontrols.
• We tested the relevant information technology generalcontrols, automated controls, and the related information usedin recording and disclosing revenue.
• In respect of the selected sample of transactions
o We obtained the customer contracts and understood theterms and conditions including delivery and shippingterms.
o We tested whether the revenue is recognised upontransfer of control to customer.o We tested on a sample basis (including for sales nearto the period-end) shipping documents / customeracknowledgment, as applicable.o We assessed the process and assumptions used bymanagement to estimate accruals for sales returns,rebates and incentives, including reviewing historical dataand contractual terms.
• We assessed relevant disclosures in the standalone financialstatements of the Company.
(b) Assessment of recoverability of trade receivables
Refer to note 3.20, note 3.25.1 and note 10 to thestandalone financial statements, the Company recognisesprovision against trade receivables based on expectedcredit loss (ECL) model as per Ind AS 109 FinancialInstruments.
The ECL is computed based on historical credit lossexperience, specific reviews of customer accounts as wellas experience with such customers, current economic andbusiness conditions.
The recoverability of trade receivables and the valuationof the allowance for ECL against trade receivables hasbeen considered a key audit matter due to the judgementinvolved in determining the provision which requiresevaluation of various factors such as the financial conditionof the counterparty, probability of default, loss givendefault, expected future cash flows and other relatedfactors.
Our procedures in relation to the management's assessment of
recoverability of trade receivables included the following:
• We have obtained an understanding of the process and testingthe design, implementation and operating effectiveness ofrelevant internal controls for evaluating the recoverability
of trade receivables including collection process and themethodology for determining the allowance for impaired tradereceivables.
• We have evaluated reasonableness of the method andassumptions and judgements used by the managementwith respect to recoverability of trade receivables, includingassessment of the profile of trade receivables, probability ofdefault, loss given default, expected future cash flows.
• We evaluated the simplified approach applied by the Companyto identify lifetime ECL. In doing so, obtained the schedule ofreceivables aging, inquired into aged balances and assessedmanagements explanation for collectability.
• We tested the managements computation and accuracy of theprovision for ECL.
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 thestandalone financial statements and our auditor's reportthereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether such other information ismaterially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to bematerially misstated. If, based on the work we have performed,we conclude that there is a material misstatement of thisother information, we are required to report that fact. We havenothing to report in this regard.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fairview of the financial position, financial performance includingother comprehensive income, cash flows and changes in equityof the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules, 2015,as amended. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding of 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 the design, implementation and maintenanceof adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation andpresentation of the standalone financial statements that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, managementis responsible for assessing the Company's ability to continueas a 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.
Those charged with governance are also responsible foroverseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole arefree from material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is nota guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financialstatements.
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 standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraudmay involve collusion, forgery, intentional omissions,misrepresentations, or the 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 financial statements inplace and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However,future events or conditions may cause the Company tocease to 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 of mostsignificance in the audit of the standalone financial statementsfor the financial year ended March 31,2026 and are thereforethe key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
The financial statements of the company for the year endedMarch 31, 2025, included in these standalone financialstatements, have been audited by the predecessor auditor whoexpressed an unmodified opinion on those statements on May28, 2025.
1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of the Act,we give in the "Annexure 1" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to the
extent applicable, 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 it appearsfrom our examination of those books except for mattersstated in the paragraph (i)(vi) below on reporting underRule 11(g);
(c) The Balance Sheet, the Statement of Profit and Lossincluding the Statement of Other Comprehensive Income,the Cash Flow Statement and Statement of Changes inEquity dealt with by this Report are in agreement with thebooks of account;
(d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules, 2015, asamended;
(e) On the basis of the written representations received fromthe directors as on March 31, 2026 taken on record by theBoard of Directors, none of the directors is disqualified ason March 31, 2026 from being appointed as a director interms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated inparagraph (i)(vi) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial
controls with reference to these standalone financialstatements and the operating effectiveness of suchcontrols, refer to our separate Report in "Annexure 2" tothis report;
(h) In our opinion, the managerial remuneration for the yearended March 31, 2026 has been paid / provided by theCompany to its directors in accordance with the provisionsof section 197 read with Schedule V to the Act;
(i) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amendedin our opinion and to the 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 standalonefinancial statements - Refer note 31 to the standalonefinancial statements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses;
iii. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company:
Nature of Amount
Amount inD Lakhs
Due date fortransfer to IEPF
Date of Transfer
Delay (in days)
Unpaid Dividend (FY 2016-17)
4
September 4, 2024
September 18, 2025
380
Unpaid Dividend (FY 2017-18)
5
September 4, 2025
January 29, 2026
148
iv. a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 44 to thestandalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kindof funds) by the Company to or in any otherperson(s) or entity(ies), including foreign entities("Intermediaries"), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall, whether, directlyor indirectly lend or invest in other persons orentities identified in any manner whatsoeverby or on behalf of the Company ("UltimateBeneficiaries") or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to thebest of its knowledge and belief, other than asdisclosed in note 44 to the standalone financialstatements, no funds have been received bythe Company from any person(s) or entity(ies),including foreign entities ("Funding Parties"), withthe understanding, whether recorded in writingor otherwise, that the Company shall, whether,directly or indirectly, lend or invest in other personsor entities identified in any manner whatsoeverby or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries;and
c) Based on such audit procedures performedthat have been considered reasonable and
appropriate in the circumstances, nothing hascome to our notice that has caused us to believethat the representations under sub-clause (a) and(b) contain any material misstatement;
v. No dividend has been declared or paid during theyear by the Company; and
vi. 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 software exceptas described in note 45 to the standalone financialstatements, that in respect to primary accountingsoftware, audit trail feature is not enabled for directchanges to data when using certain access rights.Further, during the course of our audit we did notcome across any instance of audit trail feature beingtampered with. Additionally, the audit trail in respectof the relevant prior years has been preserved bythe Company as per the statutory requirements forrecord retention, to the extent it was enabled andrecorded in the prior years.
For S.R. Batliboi & Associates LLP
Chartered AccountantsICAI Firm Registration Number: 101049W/E300004
per Shankar Srinivasan
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