We have audited the Standalone Ind AS financial statements of ISHAN DYES & CHEMICALS LIMITED (“theCompany”), which comprise the Standalone Ind AS Balance Sheet as at March 31, 2025, the Standalone Ind ASstatement of Profit and Loss (including other comprehensive income), the Standalone Ind AS statement of Cash Flow,the Standalone Ind AS statement of changes in equity for the year then ended, and notes to the Standalone Ind ASfinancial statements, including a summary of significant accounting policies and other explanatory information(hereinafter referred to as “ the Standalone Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidStandalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in themanner so required and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2025 and its profit and total comprehensive income,changes in equity 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 specified under Section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Auditof the Standalone Ind AS Financial Statements section of our report. We are independent of the company in accordancewith the code of Ethics issued by the institute of Chartered Accountants of India together with ethical requirementsthat are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the CompaniesAct, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the Standalone Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of theStandalone Ind AS Financial Statements of the current period. These matters were addressed in the context of ouraudit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
KEY AUDIT MATTER
RESPONSE TO KEY AUDIT MATTER
Financials Asset - Loans - Refer note no. 10 and 11Standalone Ind AS Financial Statement(Advances recoverable from related party) -
The company has extended interest bearing advance of Rs.867.25 Lacs to Cluster Enviro Private Limited which is thegroup company.
Our procedures included and were not limited tothe following:
a. Reviewed the fair valuation of thebusiness of Cluster Enviro Pvt. Ltd. onthe basis of independent valuationreport provided by the management ofthe Company along with managementrepresentations
b. Assessed and tested the valuationmethodology and assumptions used byRegistered Valuer
c. Reviewed the assumptions around the
cash flow forecast of Cluster Enviro Pvt.Ltd.
d.
Obtained explanation frommanagement regarding strategicnature of the loan given
e.
Reviewed the communications madeand received from the regulatoryauthorities in relation to the restartingof the TSDF facility of Cluster EnviroPvt. Ltd.
f.
Assessed the present status of theCluster Enviro Pvt. Ltd. along withpotential changes in key variables ascompared to the previous years toevaluate the inputs and assumptionsused for the recoverability of the saidadvances also the fair value of the saidadvances is significantly influenced bythe expected pattern of future benefitsof the tangible assets of Cluster EnviroPvt. Ltd.
Accordingly it has been considered as akey audit matter.
Financials Asset - Loans - Refer note no. 2.1 ofStandalone Ind AS Financial Statement(Capital work-in-progress) -
The Company has been undertaking a major project forsetting up a Sulphuric Acid manufacturing facility for thelast two years. The cumulative capital work-in-progress(CWIP) outstanding was ^2,913.04 Lakhs as at 31st March2024, which has increased to ^7,097.12 Lakhs as at 31stMarch 2025.
This project is a significant investment for the Company andrepresents a major strategic initiative. The accounting andpresentation of expenditure incurred on the projectinvolves management judgment regarding classificationbetween capital and revenue expenditure, allocation ofdirectly attributable costs, and assessment of recoverabilityof the carrying value. Given the size of the balance and itsimportance to the future operations of the Company, thisarea was considered to be a key audit matter.
Our audit procedures included, but were notlimited to, the following:
• Obtained an understanding of theproject, its status of execution, fundingarrangements, and management'splans for commissioning.
• Evaluated the Company's accountingpolicies with respect to capitalization ofcosts in accordance with Ind AS 16Property, Plant and Equipment.
• Verified, on a sample basis, theunderlying supporting documents suchas supplier invoices, work orders,contracts, and payment records to testwhether the costs capitalized aredirectly attributable to the project.
• Assessed management's process ofidentification and segregation ofindirect / administrative expenses noteligible for capitalization.
• Reviewed the progress reports,approvals from regulatory authorities,and correspondence with vendors /contractors to assess the stage ofcompletion.
• Evaluated the adequacy of disclosuresin the financial statements relating tothe capital work-in-progress and projectstatus.
Based on the above procedures, we found thecapitalization of costs and the relateddisclosures to be reasonable.
Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon
The Company's management and the Board of Directors are responsible for the other information. The otherinformation comprises the information included in the company's annual report, but does not include the StandaloneInd AS financial statements and our auditor's report thereon. The Annual report is expected to be made available tous after the date of this auditors report.
Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether the other information ismaterially inconsistent with the Standalone Ind AS financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated. When we read the annual report, if we conclude that there is materialmisstatement therein, we are required to communicate the matter to those charged with governance and takenecessary actions, as applicable under the relevant laws and regulations.
Management’s and the Board of Director's Responsibility for the Standalone Ind AS Financial Statements
The Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these Standalone Ind AS Financial Statements that give a true andfair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in India, including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the Standalone Ind ASFinancial Statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.
In preparing the Standalone Ind AS financial statements, the Management and the Board of Directors are responsiblefor assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations, or has no realistic alternate but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit concludedin accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraudor error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of theseStandalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements,'whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtainaudit 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 mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143 (3) (i) of the Act, we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls with reference toStandalone Ind AS financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by Management and the Board of Directors.
• Conclude on the appropriateness of Management and the Board of Directors use of the going concern basisof accounting and, based on the audit evidence obtained, whether a material uncertainty exists related toevents 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 reportto the related disclosures in the Standalone Ind AS financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the dateof 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 Ind AS financial statements,including the disclosures, and whether the Standalone Ind AS financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably 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 mostsignificance in the audit of the Standalone Ind AS financial statements of the current year and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not be communicatedin our report because the adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal & Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” astatement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 knowledgeand belief were necessary for the purpose of our audit;
b. In our opinion, proper books of accounts as required by law have been kept by the Company so far asappears from our examination of those books;
c the Standalone Ind AS balance sheet, the Standalone Ind AS statement of profit and loss (including othercomprehensive income), the Standalone Ind AS statement of changes in equity and the Standalone IndAS statement of Cash Flow dealt with by this Report are in agreement with the books of account;
d in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specifiedunder section 133 of the Act, read with relevant rule issued thereunder;
e. On the basis of written representation received from the directors, as at 31st March 2025 and taken onrecord by the Board of Directors, we report that none of the directors is disqualified as on 31st March2025 from being appointed as a director in terms of Section 164(2) of the Companies Act 2013;
f With respect to the adequacy of the internal financial controls with reference to financial statements ofthe Company and the operating effectiveness of such controls, refer to our separate Report in “AnnexureB”.
g With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:
a. Details of pending litigation is provided in Note 39 forming part of audited financialstatement;
b. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
c. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company
d. (i) The Management has represented that, to the best of its knowledge and belief, otherthan as disclosed in note 62 to the Standalone Ind AS financial statements, no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other persons or entities,including foreign entities (“Intermediaries”), with the understanding, whether recorded inwriting or otherwise, that the Intermediary shall, directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”)by or on behalf of the company or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
(ii) The Management has represented that, to the best of its knowledge and belief, other thanas disclosed in note 63 to the Standalone Ind AS financial statements, no funds have beenreceived by the Company from any persons or entities, including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that theCompany shall directly or indirectly, lend or invest in other persons or entities identified inany manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on such audit procedures as considered reasonable and appropriate in thecircumstances, 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) contain anymaterial mis-statement.
e. During the year, the Company has neither declared nor paid any dividend hence it is notapplicable.
f. Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of account for the financial year ended March 31, 2025,which has a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the software except inventoryrecords which is maintained manually due to limitation of accounting software attributableto complex nature of manufacturing process of the company. Further, during the course ofour audit we did not come across any instance of the audit trail feature being tamperedwith.
Further, where audit trail (edit log) facility was enabled and operated throughout the yearfor the accounting software, we did not come across any instance of the audit trail featurebeing tampered with. Additionally, where audit trail (edit log) facility was enabled and
operated in the previous year, the audit trail has been preserved by the Company as perthe statutory requirements for record retention.
3. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid/payable by theCompany to its directors during the current year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to becommented upon by us.
For A R Sulakhe & Co. Chartered Accountants
FRN No. : 110540WSd/- Jyoti JainM. No.:178761UDIN: 25178761BMOBZX9978
Date: 28th May, 2025Place: Ahmedabad