We have audited the standalone financial statements ofBhageria Industries Limited (“the Company”), whichcomprise the Balance Sheet as at March 31, 2026, and theStandalone statement of Profit and Loss (including othercomprehensive income), Standalone statement of changesin Equity and Standalone statement of Cash flows for the yearthen ended, and notes to the Standalone financial statements,including a summary of material accounting policies andother explanatory information (herein after referred to as“Standalone Financial Statement”).
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 (“Act”) in the manner so required and givea true and fair view in conformity with the Indian AccountingStandards prescribed under Section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules, 2015, asamended, (“Ind AS”) and other accounting principles generallyaccepted in India, of the state of affairs of the Company as atMarch 31, 2026, its profit (including other comprehensiveincome), the changes in equity, and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under section 143(10) ofthe Companies Act, 2013. Our responsibilities underthose Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of theCompany 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 thestandalone financial statements under the provisions of theCompanies Act, 2013 and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that theaudit evidence obtained by us and the audit evidence obtainedby the branch auditors in terms of their reports referred to in“Other Matters” section below, is sufficient and appropriateto provide a basis for our opinion on the Standalone FinancialStatements.
Information Other than the Financial Statements andAuditor’s Report Thereon
The Company’s Management and Board of Directors areresponsible for the other information. The other informationcomprises the information included in the annual report, but
does not include the financial statements and auditor’s reportthereon. The annual report is expected to be made available tous after the date of this auditor’s report.
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 informationidentified above when it becomes available and, in doingso, consider whether the other information is materiallyinconsistent with the Standalone Financial Statements or ourknowledge obtained in the audit, or otherwise appears to bematerially misstated.
When we read the company’s annual report, if we concludethat there is a material misstatement therein, we are requiredto communicate the matter to those charged with governanceand take necessary actions, as applicable under the relevantlaws 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 Companies Act,2013 (“the Act”) with respect to the preparation of thesestandalone financial statements that give a true and fair viewof the financial position, financial performance, changes inequity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, includingthe accounting Standards specified under section 133 of theAct. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe 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 design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the financial statements that give a true andfair view and are free from material misstatement, whether dueto fraud or error.
In preparing the financial statements, the Board of Directors isresponsible for assessing the Company’s ability to continue asa going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless the Board of Directors either intends to liquidate theCompany or to cease operations, or has no realistic alternativebut to do so.
Those Board of Directors are also responsible for overseeingthe Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the FinancialStatements
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 auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance,but 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 judgement and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe financial statements, whether due to fraud or error,design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient andappropriate 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 relevantto the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i)of the Companies Act, 2013, we are also responsible forexpressing our opinion on whether the company has anadequate internal financial controls system in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by the Management and Boardof Directors.
• 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 continueas a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in ourauditor’s report to the related disclosures in the financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures, andwhether the financial statements represent the underlyingtransactions and events in a manner that achieves fairpresentation.
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 Ind AS financialstatements for the financial year of the current period and aretherefore the key audit matters. We describe these mattersin our auditor’s report unless law or regulation precludespublic disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter shouldnot be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh 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 Governmentof India in terms of sub-section (11) of section 143 ofthe Companies Act, 2013, we give in the “Annexure A” astatement on the matters specified in paragraphs 3 and 4of the Order, to the extent applicable.
2. A. As required by Section 143(3) of the Act, we report
that:
a. We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
b. In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books including for the matters stated inthe paragraph 2(B)(f) below on reporting underRule 11(g) of the Companies (Audit and Auditors)Rules, 2014, as amended;
c. The reports on the accounts of the ForeignBranch Offices of the Company audited under
Section 143(8) of the Act by the Foreign BranchAuditors have been sent to us and have beenproperly dealt with by us in preparing this report;
d. The Standalone Balance Sheet, the standalonestatement of profit and loss (including othercomprehensive income), the standalonestatement of changes in equity and thestandalone statement of cash flows dealt withby this Report are in agreement with the books ofaccount.
e. In our opinion, the aforesaid standalonefinancial statements comply with the AccountingStandards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts)Rules, 2014.
f. On the basis of the written representationsreceived from the directors as on March 31,2026taken on record by the Board of Directors, none ofthe directors is disqualified as on March 31,2026from being appointed as a director in terms ofSection 164(2) of the Act.
g. With respect to the adequacy of the internalfinancial controls over financial reporting and theoperating effectiveness of such controls, we giveour report in “Annexure B”. Our report expressesan unmodified opinion on the adequacy andoperating effectiveness of the internal financialcontrols over financial reporting with referenceto Standalone Financial Statements;
B. With respect to the other matters to be included inthe Auditors’ Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
a. The Company has disclosed the impact ofpending litigations as at March 31, 2026 on itsfinancial position in its Standalone FinancialStatements - Refer Note 47 to the StandaloneFinancial Statements.
b. The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses.
c. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company.
d. (i) The Management has represented that,
to the best of its knowledge and belief, nofunds (which are material either individuallyor in the aggregate) have been advanced or
loaned or invested (either from borrowedfunds or share premium or any other sourcesor kind of funds) by the Company to or in anyother person or entity, including foreign entity(“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,security or the like on behalf of the UltimateBeneficiaries.
(ii) The Management has represented, that, to
the best of its knowledge and belief, nofunds (which are material either individuallyor in the aggregate) have been received bythe Company from any person or entity,including foreign entity (“Funding Parties”),with the understanding, whether recorded inwriting or otherwise, that the Company shall,whether, directly or indirectly, lend or investin other persons or entities identified in anymanner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been
considered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (i) and (ii)of Rule 11(e), as provided under (a) and (b)above, contain any material misstatement.
e. The final dividend paid by the Company duringthe year, which pertains to previous year is inaccordance with Section 123 of the Act, to theextent it applies to payment of dividend.
As stated in the note no.46 of StandaloneFinancial Statements, the Board of Directorsof the Company has proposed final dividendfor the year which is subject to the approval ofthe members at the ensuing Annual GeneralMeeting. The dividend declared is in accordancewith Section 123 of the Act to the extent it appliesto declaration of dividend.
f. Based on our examination which included testchecks, the Company has used an accountingsoftwares for maintaining its books of accountwhich has a feature of recording audit trail
(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software. Further, during thecourse of our audit, we did not come across anyinstance of audit trail feature being tamperedwith. Additionally, the audit trail has beenpreserved by the Company as per the statutoryrequirements for record retention.
C. With respect to the matter to be included in theAuditor’s Report under Section 197(16) of theAct.
In our opinion and according to the informationand explanations given to us, the remunerationpaid/payable by the Company to its directorsduring the current year is in accordance with
the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excessof the limit laid down under Section 197 of theAct. The Ministry of Corporate Affairs has notprescribed other details under Section 197(16)of the Act which are required to be commentedupon by us.
Chartered AccountantsFRN no. 109262W/W100673
Partner
Membership No. 110208UDIN: 26110208XKTERA6542Mumbai, 2nd May, 2026.