1. We have audited the accompanying Standalone FinancialStatements of RHI Magnesita India Limited ('the Company'),which comprise the Standalone Balance Sheet as at March 31.2025. and the Standalone Statement of Profit and Loss (includingOther Comprehensive Income), the Standalone Statement ofChanges in Equity and the Standalone Statement of Cash Flowsfor the year then ended, and notes to the Standalone FinancialStatements, including material accounting policy informationand other explanatory information.
2. In our opinion and to the best of our information and according tothe explanations given to us. the aforesaid Standalone FinancialStatements give the information required by the Companies Act.2013 ( the Act') in the manner so required and give a true andfair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as atMarch 31. 2025. and total comprehensive income (comprisingprofit and other comprehensive income), changes in equity andits cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards onAuditing (SAs) specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements' section of our report. We are independentof the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together v/iththe ethical requirements that are relevant to our audit of theStandalone Financial Statements under the provisions of theAct and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis forour opinion.
Koy Audit Matters
4. Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of theStandalone Financial Statements of the current period. Thesematters were addressed in the context of our audit of theStandalone Financial Statements as a whole and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition
(Refer Note 18 to the Standalone Financial Statements)
The Company recognises its revenue based on Ind AS 115 'Revenuefrom Contracts with Customers'.
The management uses judgement in respect of matters such asidentification of performance obligations, allocation of considerationto identified performance obligations and recognition of revenue overa period of time or at a point in time based on timing when control istransferred to the customer.
We considered this area as a key audit matter, as revenue is required tobe recognised in accordance with the terms of the customer contracts,which involves significant management judgement as describedabove and thus there >s an inherent risk of material misstatement.
Our testing of revenue transactions was designed to cover certaincustomer contracts on a sample basis. Our audit procedures includedthe following:
• Obtained an understanding and evaluated the design and testedthe operating effectiveness of controls over revenue recognition.
• Assessed appropriateness of management's judgements inaccounting for identified contracts such as:
o Identification of performance obligation and allocation ofconsideration to identified performance obligation:
o Evaluated the contract terms for assessment of the timing oftransfer of control to the customer to assess whether revenueis recognised appropriately over a period of time or at a pointin time (as the case may be) based on timing when control istransferred to customer;
o Tested whether the revenue recognition is in line with theterms of customer contracts and the transfer of control: and
o Evaluated adequacy of the presentation and disclosures.
Assessment of carrying value of equity investments in subsidiaries
Our audit procedures included the following:
(Refer Note 27 to the Standalone Financial Statements)
• Obtained an understanding and evaluated the design and tested
The Company has equity investments in subsidiaries amounting to
the operating effectiveness of controls over the impairment
? 186,490.66 lakhs carried at cost less accumulated impairment
assessment.
losses.
• Assessed whether the Company's determination of CGUs was
The Company reviews the carrying values of these investments
consistent with our knowledge of the Company's operations.
at every balance sheet date and where there is an indication
• Assessed the competence, capabilities and objectivity of
of impairment, the carrying value is assessed for impairment inaccordance with Ind AS 36 Impairment of Assets', and an impairment
management's experts and perused the report issued by them.
provision is recognised, where applicable. The management has
• Involved our auditor's expert to assist in
determined each of the subsidiaries as a separate cash generating
o assessino the aporopriateness of the valuation model including
unit 0CGU') for the purpose of mpairment assessment, and with
the independent assessment of the underlying assumptions
the involvement of independent valuation experts (‘management'sexperts'), the recoverable value of the CGUs has been determined.
relating to discount rate, terminal growth rate etc.
The assessment of carrying value of investments has been considered
o evaluation of the cash How forecasts (with underlying economicgrowth rate) by comparing them to the approved budgets and
a key audit matter as the determination of recoverable value ofthe investments involves significant management judgement and
our understanding of the internal and external factors.
estimates such as future expected level of operations and related
• Verified the mathematical accuracy of the computations involved
forecast of cash Hows, market conditions, discount rate, growth rate.
in the valuation model.
terminal growth rate etc.
• Assessed the sensitivity analysis and evaluated whether anyreasonably foreseeable change in assumptions could lead toimpairment or material change in fair valuation.
• Discussed the key assumptions and sensitivities with thosecharged with governance.
• Evaluated the adequacy of the disclosures made in the StandatoneFinancial Statements.
Othor Information
5. 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. 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 will 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 doing so.consider whether the other information is materially inconsistentwith the Standalone Financial Statements or our knowledgeobtained in the audit or otherwise appears to be materiallymisstated.
When we read the Annual Report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance and takeappropriate action as applicable under the relevant laws andregulations.
Rosponsibilitios of Management and Those Charged With
Governance for tho Standalone Financial Statomonts
6. 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 andfair view of the financial position, financial performance, changesin equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including theIndian Accounting Standards specified under Section 133 of theAct. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities: selection andapplication of appropriate accounting policies: makingjudgements and estimates that are reasonable and prudent: anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the StandaloneFinancial Statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
7. In preparing the Standalone Financial Statements. Board ofDirectors is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable.
matters related to going concern and using the going concernbasis of accounting unless Board of Directors either intends toliquidate the Company or to cease operations, or has no realisticalternative but to do so.
8. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for tho Audit of tho Standalono
Financial Statomonts
9. Our objectives are to obtain reasonable assurance about whetherthe Standalone Financial Statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee thatan audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if. individuallyor in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis ofthese Standalone Financial Statements.
10. 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 of theStandalone Financial Statements, whether due to fraud orerror, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under Section 143(3)(i) of the Act weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures 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 cast significantdoubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists,we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Financial Statementsor. if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, future eventsor conditions may cause the Company to cease to continueas a going concern.
• Evaluate theoverall presentation, structure and content of theStandalone Financial Statements, including the disclosures,and whether the Standalone Financial Statements representthe underlying transactions and events in a manner thatachieves fair presentation.
11. We communicate with those charged with governanceregarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
12 We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
13. From the matters commun.cated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not 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
14. As required by the Companies (Auditor's Report) Order. 2020(the Order'), issued by the Central Government of India interms of sub-section (11) of Section 143 of the Act. we give in theAnnexure B a statement on the matters specified in paragraphs 3and 4 of the Order, to the extent applicable.
15. As required by Section 143(3) of the Act. we report that:
(a) We have sought and obtained all the information andexplanations which to Ihe best of our knowledge and beliefwere necessary for the purposes of our audit.
(b) In our op-nion. proper books of account as required by lawhave been kept by the Company so far as it appears fromour examination of those books, except for the back-up ofbooks of account and other books and papers maintained inelectronic mode has not been maintained on a daily basis onservers physically located in India and the matters stated inparagraph 15(h)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules. 2014 (as amended).
(c) The Standalone Balance Sheet, the Standalone Statementof Profit and Loss (including Other Comprehensive income),the Standalone Statement of Changes in Equity and theStandalone Statement of Cash Flows dealt with by thisReport are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Indian Accounting Standardsspecified under Section 133 of the Act.
(e) On the basis of the written representations received from thedirectors as on March 31,2025. taken on record by the
Board of Directors, none of the directors is disqualified as onMarch 31. 2025. from being appointed as a director in termsof Section 164(2) of the Act.
(f) With respect to the maintenance of accounts and othermatters connected therewith, reference is made to ourremarks in paragraph 15(b) above on reporting under Section143(3Kb) and paragraph 15(h)(vi) below on reporting underRule 11(g) of the Companies (Audit and Auditors) Rules. 2014(as amended).
(g) With respect to the adequacy of the internal financialcontrols with reference to financial statements of theCompany and the operating effectiveness of such controls,refer to our separate Report in Annexure A.
(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules. 2014 (as amended), in ouropinion and to the best of our information and according tothe explanations given to us:
L The Company has disclosed the impact of pendinglitigations on tts financial position in its StandaloneFinancial Statements — Refer Note 32 to the StandaloneFinancial Statements.
il. The Company was not required to recognise a provisionas at March 31. 2025. under the applicable law or IndianAccounting Standards, as it does not have any materialforeseeable tosses on long-term contract. The Companydid not have any derivative contracts as at March 31.2025.
ill There has been no delay in transferring amounts,required to be transferred, to the Investor Education andProtection Fund by the Company during the year.
iv. (a) The management has represented that, to the best ofits knowledge and belief, as disclosed in Note 41{vii)(a) to the Standalone Financial Statements, no fundshave been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any ethersources or kind of funds) by the Company to or inany other person(s) or entity(ies). inctuding foreignentities (Intermediaries'), with the understanding,whether recorded in writing or otherwise, that theIntermediary shall, whether directly or indirectly,lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of theCompany ('Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries (Refer Note 41(vii)(a) to theStandalone Financial Statements):
(b) The management has represented that, to the bestof its knowledge and belief, as disclosed in the41(viiHb) to the Standalone Financial Statements,no funds have been received by the Company fromany person(s) or entityfies). including foreign entities(‘Funding Parties'), with the understanding, whetherrecorded in writing or otherwise, that the Companyshall, whether directly or indirectly, lend or investin 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 tike on behalf of the UltimateBeneficiaries (Refer Note 41(viiXb) to the StandatoneFinancial Statements): and
(c) Based on such audit procedures that we consideredreasonable and appropriate in the circumstances,nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (a)and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year
In respect of the same declared for the previous year isin accordance with Section 123 of the Act to the extent itapplies to payment of dividend.
As stated in note 31(B) to the Standalone FinancialStatements, the Board of Directors of the Company hasproposed final dividend for the year which is subjectto the approval of the members at the ensuing AnnualGeneral Meeting. The dividend declared is in accordancewith Section 123 of the Act to the extent it applies todeclaration of dividend.
vi. Based on our examination, which included test checks,the Company has used accounting software formaintaining its books of account which has a featureof recording audit trail (edit log) facility and that hasoperated throughout the year for all relevant transactionsrecorded in the software, except that the audit trail isnot maintained in case of modification by certain userswith specific access and the audit trail is not maintainedfor direct database changes. During the course ofperforming our procedures, other than the aforesaidinstances of audit trait not maintained where the questionof our commenting does not arise, we did not noticeany instance of audit trail feature being tampered with.Further, the audit trail was not maintained in the prior yearand hence the question of our commenting on whetherthe audit trail was preserved by the Company as per thestatutory requirements for record retention does not arise.
16. The Company has paid / provided for managerial remunerationin accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Anurag Khandolwal
Partner
Membership Number: 078571
UDIN: 25078571BMOCET7860
Place: Gurugram
Date: May 28.2025