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AUDITOR'S REPORT

Zenith Fibres Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 19.08 Cr. P/BV 0.32 Book Value (₹) 150.57
52 Week High/Low (₹) 78/45 FV/ML 10/1 P/E(X) 10.59
Bookclosure 19/09/2025 EPS (₹) 4.57 Div Yield (%) 2.07
Year End :2025-03 

We have audited the accompanying standalone financial statements of Zenith Fibres Limited (“the Company”), which comprise
the Balance Sheet as at March 31,2025, the Statement of Profit and Loss, including Other Comprehensive Income, the Statement
of Changes in Equity and the Statement of Cash Flows for the year ended and notes to the financial statements, including material
accounting policies and other explanatory information.

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 Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31,2025 and its profit, total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as 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 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 Code of Ethics. We believe that the
audit evidence, obtained by us, is sufficient and appropriate to provide a basis for our audit 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 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.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the Key Audit Matter

Valuation of investments and deposits

We refer to the accounting policies and the notes given at 3.6
and 7.

The company holds significant investments and deposits,
which constitute a material portion of its total assets. These
financial instruments include equity investments, mutual funds,
inter corporate deposits, etc. that are subject to market risk,
credit risk, and liquidity risk, particularly where observable
market data is limited or the instruments are unquoted or held
in complex structures.

The accounting of carrying value of equity investments,
determination of fair value of investments and assessment of
impairment involves management judgement, estimates on
future expected level of operations, forecast of cash flows,
market conditions etc.

Our audit procedures included, among others, reconciliation
of third party statements, examining contractual maturities of
deposits and exit strategies for investments, more detailed
review of investment portfolio, published and subsequent
changes in the Net Asset values, use of data from external
sources, and also discussed the key assumptions used by
management in impairment testing to understand the impact
on the recoverable amounts.

The procedures and the detailed review did not identify any
material differences.

Risk of Revenue volatility

The company derives a significant proportion of its revenue
from a small number of customers which exposes the company
to revenue risk if any key customer reduces or discontinues
their business.This may materially impact the company’s cash
flows, and future profitability.

Our audit procedures included among others, reviews customer
wise revenue, understanding of management customer
retention strategies, reviewing correspondence and contracts
to ensure evaluate future business relationship and continued
supplies, plans to diversify customer base etc.

The procedures and the detailed review did not identify any
material differences.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in company’s Annual Report, but does not include the Standalone financial statements and our auditor’s report thereon.
The Company’s annual report is expected to be made available to us after the date of this 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 conclusion thereon.

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

When we read the Company’s annual report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws
and regulations.

Management’s Responsibility for the 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 financial statements that give a true and fair view of the financial position, financial performance, including
other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. 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.

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.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for 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, 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.

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

• 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.

• 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 system in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.

• 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.

• 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.

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 to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

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.

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 section 143 of the Act, we give in the Annexure ‘A’, a statement on the matters specified in para¬
graphs 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 were
necessary for the purposes 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 Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, Statement
of Cash Flow and Statement of Changes in Equity 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.

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to
financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

(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 has disclosed the impact of pending litigations on its financial position in its standalone financial
statements - Refer Note 36.1.1 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 Protec¬
tion Fund by the Company;

iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) 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 entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall, whether, 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”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been received by the Company from any person or entity, includ¬
ing foreign entity (“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 entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(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 misstatement.

v) The dividend proposed in the previous year, declared and paid during the year is in accordance with the provisions
of section 123 of the Companies Act, 2013, as applicable.

vi) Based on our examination, which included test checks, the company has used such accounting software for main¬
taining its books of account which has a feature of recording audit trail (edit log) facility and the same has been
operated throughout the year for all transactions recorded in the software and the audit trail feature has not been
tampered with and the audit trail has been preserved by the company as per the statutory requirements for record
retention.

Further, during the course of our audit we did not come across any instance of the audit trail feature being tam¬
pered with and the audit trail has been preserved by the Company as per the statutory requirements for record
retention.

FOR SURENDRA MODIANI & ASSOCIATES

Chartered Accountants
Firm Registration No. 126307W

Sd/-

SURENDRA MODIANI

Partner

Place : VADODARA Membership No. 047966

Date : May 27, 2025 UDIN: 25047966BMOMVO1853

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