1. We have audited the Standalone financial statements
of Agarwal Industrial Corporation Limited ("the
Company”), which comprise the Standalone Balance
Sheet as at 31^st March, 2025, and the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Cash Flow
Statement for the year then ended and, notes to
the standalone financial statements, including a
summary of significant accounting policies and other
explanatory information.

2. 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 ("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, ("Ind AS”)
and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31^st
March, 2025, and its profit and other comprehensive
income, the changes in equity and its cash flows for
the year ended on that date.

Basis of Opinion

3. We conducted our audit in accordance with the
Standards on Auditing (SAs) 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 we have obtained is
sufficient and appropriate to provide a basis for our
opinion on the standalone financial statements.

Key Audit Matters

4. 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.

Information other than the standalone financial

statements and auditors' report thereon

6. The Company’s Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in the
Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Corporate
Governance, but does not include the standalone
financial statements and our auditor’s report thereon.
The Annual report is expected to be made available to
us after the date of this auditor’s report.

7. Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

8. In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether

the 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. If, based on the
work we have performed, we conclude that there is
a material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

Management's Responsibility for the Standalone

Financial Statements

9. The Company’s management and Board of Directors
are 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 state of affairs, profit and
other comprehensive income, changes in equity
and cash flows of the Company in accordance with
the accounting principles generally accepted in

India, including the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act.
This responsibility also includes the maintenance of
adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the
Company and for preventing and detecting the 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.

10. In preparing the standalone financial statements,
management and Board of Directors are 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 is also responsible for overseeing the
Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone

Financial Statements

11. 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.

12. 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 controls.

• 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 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
in the standalone financial statements made by
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.

13. Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements.

14. 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.

15. 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.

16. 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

17. As required by section 197(16) of the Act, we report
that the Company has paid remuneration to its
directors during the year in accordance with the
provisions of and limits laid down under section 197
read with Schedule V to the Act.

18. 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, and on the basis of such checks of the
books and records of the Company as we considered
appropriate and according to the information and
explanations given to us, we give in the "Annexure A”
a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

19. 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 Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including other
comprehensive income, the Statement of Changes
in Equity and the Standalone Cash Flow Statement
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 Indian Accounting
Standards (Ind AS) specified under Section 133 of
the Act.

e) On the basis of written representations received
from the directors as on 31^st March 2025, taken
on record by the Board of Directors, none of the
directors is disqualified as on 31^st 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 and the operating effectiveness of such
controls, refer to our separate report in ‘Annexure
B”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of
the Company’s internal financial controls with
reference to Standalone Financial Statements.

g) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule 11
of Companies (Audit and Auditors) Rules, 2014, 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 31^st March 2025 on its
financial position in note 37 of its standalone
financial statements;

ii) The Company did not have any long-term
contracts including derivatives 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;

iv) (a) The Management has represented that,

to the best of their knowledge and belief,
as disclosed in the notes to the accounts,
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 Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, 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 their knowledge and belief,
as disclosed in the notes to accounts, no
funds have been received by the Company
from any person(s) or entity(ies), including

foreign entities ("Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, 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
has 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 para (a) and (b) above,
contain any material misstatement.

v) The dividend proposed in the previous year,
declared and paid by the Company during the
year is in accordance with Section 123 of the
Act, as applicable.

As stated in Note 16(A) to the Standalone
Financial Statements, the Board of Directors

of the Company have proposed dividend for
the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The amount of dividend proposed is
in accordance with Section 123 of the Act, as
applicable.

vi) Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account
for the financial year ended 31^st March, 2025
which has a feature of recording audit trail
(edit log) facility.

Further, in accordance with the requirements
of the proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014, applicable with effect
from April 1, 2023, the audit trail feature has
been operated throughout the financial year
ended 31^st March, 2025, for all transactions
recorded in the software, and the audit trail
has not been tampered with and the audit
trail has been preserved by the Company
as per the statutory requirements for record
retention.

For Singhal Sanklecha & Co LLP

Chartered Accountants

(Firm Registration No : 025768C / C400376)

CA Vipin Kumar Sanklecha

(Partner)

Membership No. 101710
UDIN : 25101710BMLBQU2938

Place: Mumbai
Dated: 23^rd May 2025