Balmer Lawrie & Company Ltd Auditor Reports

To

The Members of

Balmer Lawrie & Company Limited

Report on the Audit of the Standalone Financial Statements We have issued an Independent Audit Report dated 15 May 2025 on the Standalone Financial Statements as adopted by the Board of Directors on even date. Pursuant to the observation of Comptroller and Auditor General of India, we are issuing this Revised Audit Report by modifying* our observation in paragraph (i)(c) of Annexure B to the Auditors Report. This report supersedes our earlier Audit Report issued on 15 May 2025. Opinion

We have audited the accompanying Standalone Financial Statements of Balmer Lawrie & Company Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Companys branches located at Northern, Southern and Western Regions of the country (hereinafter referred as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch auditors as referred to in paragraph 16 below, 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 (‘Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income), its cash flows and changes in equity 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 ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the 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 ICAIs Code of Ethics. We believe that the audit evidence obtained by us together with the audit evidence obtained by the branch auditors, in terms of their reports referred to in paragraph 16 of the Other Matter section below 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, and based on the consideration of the reports of the branch auditors as referred to paragraph 16 below, 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:

Sl. No Key Audit Matter	How our audit addressed the key audit matter
1. Suspected fraud involving payments made to a vendor	We informed the Branch auditor of the Northern Region about the alleged fraud and requested them to conduct the necessary audit and review of the matter. They have verified all relevant documents and internal findings related to the incident, shared their observations with us, and referenced the matter in their Independent Auditors Report dated 8th May 2025 on the FY 2024-2025 Financial Statements for the Northern Region, which we have received and reviewed.
The management has informed us of an alleged fraud in the Northern Region involving payments made to a vendor amounting to Rs 143.65 Lakhs where no services were rendered. This matter has been taken note of by the Board and Audit Committee and is currently under investigation by the vigilance department.	In parallel, we have also reviewed the relevant documents provided and discussed the status of the ongoing investigation with management.
The Branch auditor of the Northern Region was informed by us about the reported alleged fraud. Subsequently in course of their audit procedures and review of the matter, they identified additional payments to the same vendor amounting to Rs 46.60 Lakh, which according to their report appeared suspicious.	We have also assessed the accounting treatment, includingtherecognitionoftheamountasrecoverable and the adequacy of the related provision.
Based on the observations made by the Branch auditor in their reports, the documents provided by management and our own subsequent audit procedures, we have reason to believe that a suspected fraud may have occurred at the branch in question. Based on these developments, management has recorded the total amount of Rs 190.25 Lakhs as recoverable from the vendor and simultaneously created a provision for the same.	Management has informed us that the Vigilance Department is continuing its investigation.
We have considered this matter to be of significant importance due to the nature of allegations, the suspected fraud and the managements judgement in determining recoverability and provisioning, and the fact that the investigation is still ongoing.	Further, the Company has assured us that control mechanisms have been strengthened to prevent such incidents in the future.
2. Evaluation of uncertain tax positions	We obtained the details of assessment orders to the extent available, regarding those assessments for which disputes are continuing and being disclosed as contingent liability by the management. We involved our expertise to estimate the possible outcome of the disputes. We have made inquiry with legal and tax department regarding status of significant disputes and examined relevant assessment orders/ appeals filed and other rulings in evaluating managements position on these uncertain tax positions to evaluate whether any changes were required to managements position on these uncertain tax matters.
The Company has tax matters under dispute which involves judgment to determine the possible outcome of these disputes. [Refer Note No.42.3(a) to the standalone financial statements read with its Annexure "A"]

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements, which describe the uncertainty related to the outcome. a) Note No. 42.8 - which states that trade receivables, loans and advances and deposits for which confirmations are not received from the parties are subject to reconciliation and consequential adjustments on determination/ receipt of such confirmation. b) Note No. 42.30 - which states that the Company has made provision of 63.19% of its investments made in its subsidiary, M/s Visakhapatnam Port Logistics Park Limited (VPLPL) in view of erosion of the net-worth of VPLPL almost by 60% as a matter of abundant precaution and prudent accounting. c) Note No. 23 - "Other Trade Payable" includes sundry creditors for expenses amounting to Rs. 322.57 Lakhs (P.Y. Rs. 322.57 Lakhs) of E&P Division, Kolkata, which are lying unpaid since long, as the matters are under litigation. d) Note No. 17 - "Balance with Government Authorities" amounting to Rs 2212.43 Lakhs (P.Y. Rs. 4520.57 Lakhs) includes GST input credit balances amounting to Rs 2154.00 Lakhs (P.Y. Rs 4449 Lakhs) which comprises of old unadjusted balances since 2017 and are subject to reconciliation.

e) Note No. 36 – regarding Impairment of Assets being the dry warehouse and cold storage facility at AMTZ Vizag which has been incurring losses for the last few years. The impairment loss from the above of Rs 584.05 Lakhs has been disclosed under Other Expenses in Note No. 36 of the financial statements.

Our opinion is not modified in respect of the above matters.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance Report and Shareholder Information, but does not include the standalone financial statements and our auditors report thereon. 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 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.

Responsibility of Management and those Charged with Governance for the Standalone Financial Statements

The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation 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 specified under section 133 of the Act 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, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors 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 Companys financial reporting process.

Auditors responsibilities for the Audit of Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 Standards on Auditing 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 financial statements. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the

Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 management;

Conclude on the appropriateness of Board of Directors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors 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; and

Obtain sufficient appropriate audit evidence regarding the financial information/financial statements of the Company and its branches or the business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of the Company and such branches included in the financial statements, of which we are the independent auditors. For the other branches included in the financial statements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the 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 anyidentifiedmisstatementsinthefinancialstatements. 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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.

Other Matters

We did not audit the financial statements/information of branches situated in Northern, Southern and Western Regionsincludedinthestandalonefinancialstatements of the Company whose financial statements/financial information reflect total assets of Rs. 151,148.57 Lakhs as at 31 March 2025 and the total revenues of Rs. 220,371.59 Lakhs for the year ended on that date, as considered in the standalone financial statements / information of these branches have been audited by the branch auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of branches, and our report in terms of subsection (3) of section 143 of the Act in so far as it relates to the aforesaid branch(es), is based solely on the report of such branch auditors.

Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the branch auditors.

ReportonOtherLegalandRegulatoryrequirements

As required under section 143(5) of the Companies Act, 2013, we give in the Annexure-A, a Statement on the Directions / Sub-Directions issued by the Comptroller and Auditor General of India after complying the suggested methodology of Audit, the action taken thereon and its impact on the accounts and financial statements of the Company.

As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure-B, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable to the Company.

Further to our comments in Annexure B, as required by section 143(3) of the Act based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 16 above, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) The standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us; e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules thereunder;

f) The provisions of Section 164(2) of the Companies Act, 2013 are not applicable to Government Companies in terms of notification No. GSR463(E) dated 5th June 2015 issued by the Ministry of Company Affairs, Government of India.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate Report in Annexure-C; and

h) With respect to the other matters to be included in the Auditors 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 and based on the consideration of the reports of the branch auditors as referred to in paragraph 16 above:

i) As per records made available to us, the Company, as detailed in Note 42.3(a) and its Annexure "A" to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;

iv) a)The management has represented that, to the best of its knowledge and belief, other than 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 ("the 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, other than as disclosed in the notes to the 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, 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; and

c) Based on such audit procedures performed as 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) As stated in Note No. 45 to the accompanying Standalone Financial Statements:

a) The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b) The Board of Directors of the Company have proposed Final Dividend for the year ended 31 March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed to be declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi) Based on our examination which included test checks, the Company, in respect of financial year ended 31 March,2025, has continued to use an accounting software for maintaining 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 relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

	For B Chhawchharia & Co
	Chartered Accountants
	Firms Registration No.: 305123E
	Kshitiz Chhawchharia
	Partner
Place: Kolkata	Membership No.: 061087
Date: 03 July 2025	UDIN: 25061087BMPIQB1868

Annexure – A to the Auditors Report

DIRECTIONS / SUB-DIRECTIONS UNDER SECTION 143(5) OF THE COMPANIES ACT, 2013 ISSUED BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA TO THE INDEPENDENT AUDITORS OF BALMER LAWRIE & COMPANY LIMITED FOR CONDUCTING AUDIT OF ACCOUNTS FOR THE YEAR 2024-25.

CAGs Directions Our Observation	Impact on Financial statements
(1) Whether the Company has Yes, the accounting transactions of the system in place to process all Company for the year are processed the accounting transactions through the IT system vide SAP ERP through IT system? If yes, the Software and as per the examination implications of processing of of records as provided to us, there are accounting transactions outside standalone intermediary softwares IT system on the integrity of the to capture the transactions related accounts along with the financial to certain functions in certain SBUs implications, if any, may be (for example Mid Office software for stated. Tours and Travel) and the transactions from these standalone softwares are posted in SAP for accounting purpose.	NIL
(2) Whether there is any Aspertheinformationandexplanations restructuring of an existing Loan given by the management, there is or cases of waiver/ write off of no restructuring of loan or cases of debt/loans/interests, etc. made waiver/write off of debts/loans/interest by a lender to the Company etc made by a lender to the Company due to the Companys inability during the year. to repay the loan? If yes, the financial impact may be stated. Whether such cases are properly accounted for? (In case lender is a Government Company, then this direction is also applicable for statutory auditor of lender Company).	NIL
(3) Whether the fund (grant /subsidy The company has been sanctioned a The accounting for the same has etc.) received/ receivable for Grant – in –Aid of Rs. 671.59 Lakhs been done with regard to IND AS specific scheme from Central/ from the Ministry of Food Processing 20 "Accounting for Government State Government or its agencies Industries (MoFPI) for setting up Grants and Disclosure of were properly accounted for/ integrated cold chain facilities at Government Assistance". utilised as per its term and Rai, Haryana and Patalganga in Accordingly, the same has been condition? List the case of Maharashtra. Against the same the treated as deferred income to be deviation. company has been disbursed a full apportioned over the useful life and final grant of Rs. 671.59 Lakhs of the assets. During the current for specified assets purchased [for financial year, a sum of Rs. Patalganga, Maharashtra and Rai, 52.47 Lakhs (Previous Year Rs Haryana] as according to the scheme 53.83 Lakhs) has been credited document the fund is disbursed upon to the income in the statement of utilisation for specific purpose. profit and loss account.

	For B Chhawchharia & Co
	Chartered Accountants
	Firms Registration No.: 305123E
	Kshitiz Chhawchharia
	Partner
Place: Kolkata	Membership No.: 061087
Date: 03 July 2025	UDIN: 25061087BMPIQB1868

Annexure – B to the Auditors Report

ANNEXURE REFERRED TO IN PARAGRAPH (2) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF BALMER LAWRIE & COMPANY LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and based on the consideration of the reports of the branch auditor(s), and to the best of our knowledge and belief, we report that:

i. In respect of the Companys Property, Plant & Equipments:

a) A) The Company is maintaining proper records showing full particulars, including quantitative details and situation of property, plant & equipment, capital work-in-progress, investment property and relevant details of right-of-use assets.

B) The Company has maintained proper records showing full particulars of intangible assets.

b) TheCompanyhasaregularprogramofphysical verification of its property, plant & equipment, capital work-in-progress, investment property and relevant details of right-of-use assets under which the assets are physically verified in a phased manner which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, in accordance with this programme, certain property, plant and equipment, capital work-in-progress, investment property and relevant details of right-of-use assets were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds / registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except as mentioned below. In respect of immovable properties of land and building, taken on lease and disclosed as Right of Use Assets in the standalone financial statements, the lease agreements are in the name of the Company, except as mentioned below. Our report is solely based on the non – availability of the original title deeds, in the absence of which we are unable to comment whether the respective title/lease deeds are held in the name of the Company.

None of the title deed holder is a promoter, director or relative of promoter/ director or employee of promoter/ director.

Relevant line item in the Balance Sheet	Description of item of property	Gross carrying value (Rs. in Lakhs)	Title deeds held in the name of	Property held since which date	Reason for not being held in the name of the company
PPE-Building PPE-	Gopalpur Holiday Home, Village Gopalpur, Udayapur Mouza, Gopalpur, Orissa Village Piyala,	28.14	Not verifiable since original papers are not available with the Company Not verifiable since original papers are not available with the Company	April 1994	Certified conveyance deed and photocopy agreement. Photocopy of agreement.
(a) Building	Ballabgarh, Asaoti, District-Faridabad	(a) 661.67		October 1996
(b) Land		(b) 60.99
Investment properties- Land		54.72
PPE-Building	Batra Centre, 27-Ulsoor Road, Bangalore-560042	7.96	Not verifiable since original papers are not available with the Company	January 2006	Certified copy of Sale deed.
PPE-Building	Flat at Sea Crest Cooperative Housing Society Ltd. Plot No-63 & 64, Seven Bungalows, Jay Prakash Road, Versova, Andheri (West), Mumbai-400061	2.02	Not verifiable since original papers are not available with the Company	November 1989	Original Share Certificate. Photocopy agreement of flat.
PPE-	Flat at BL Housing Complex, Plot No. 1-1 & 1-2, Sector 2, Phase II, Nerul, Navi Mumbai-400076 Grease & Lubricants		Not verifiable since original papers are not available with the Company Not verifiable since original papers are not available with the Company	November 2009	Photocopy of MOU with SIDCO Certified copy of agreement.
(a) ROU		(a) 12.99
(b) Building PPE-		(b) 118.73		October 1961
(a) Building	Division, 149-Jackeria Bunder Road, Sewree (West), Mumbai-400015	(a) 17.36
(b) Land PPE-		(b) 2.83
(a) Building	Industrial Packaging Division, 149-Jackeria Bunder Road, Sewree (West), Mumbai-400015	(a) 0.88	Not verifiable since original papers are not available with the co.	September 1961	Certified copy of agreement.
(b) Land		(b) 3.85
PPE-	Grease & Lubricants Division, Survey No.201/1, Sayli Village, Silvassa-396230		Not verifiable since original papers are not available with the Company	March 1998	Photocopy of Agreement.
(a) Building		(a) 1293.04
(b) Land		(b) 112.93
PPE-	Industrial Packaging Division, Survey No.23/1/1, Village Khadoli, Silvassa-396230		Not verifiable since original papers are not available with the Company	October 1999	Photocopy of Agreement.
(a) Building		(a) 286.14
(b) Land		(b) 43.94
Investment Properties- Building	Arya Bhavan, Graham Road, 5-J. N. Heredia Marg, Ballard Estate, Mumbai-400001	110.82	Original Deed not available. Lease Deed Expired	February 1950	Copy of lease agreement. However, lease period has expired on 16.08.2018.
PPE-Building	Ground Floor, Sadashiv Sadan, Tarun Bharat Society, Chakala, Andheri (East), Mumbai-400099	9.40	Not verifiable since original papers are not available with the Company	March 1999	Original registration receipt. Photocopy of agreement.
PPE-Building	Grease & Lubricants Division, P-43, Hide Road Extension, Kolkata-700088	370.23	Not verifiable since original papers are not available with the Company	June 1996	Certified copy of indenture.
PPE-Building	a) Building at Scope Complex, New Delhi	a) 19.95	Not verifiable since original papers are not available with the Company	Sept, 2003	Not registered in the name of the company.
	b) Noida Housing Complex Buildings	b) 37.47		Dec, 2003
PPE- (a) Building	Container Freight Station,32-Sathangadu Village,	(a) 2575.21	Department of Revenue,	March 2006	Non-conclusion of commercials by
(b) Land	Thiruvottiyur, Manali Road, Chennai-600068	(b) 509.21	Government of Tamil Nadu		Government of Tamil Nadu.
PPE- Land	IP Baroda Plot No.61, Saykha Baroda	277.64	Original lease agreement not available	8 September 2020	Non-Signing of the lease agreement
PPE Building	Temperature Control warehouse, Patalganga, Maharashtra	278.68	Photo Copy of Lease found	8 July 2015	Not Applicable
PPE Land	Container Freight Service, Mumbai	1964.91	Photo Copy of Lease found	26 July 2011 and 7 May 1997	Not Applicable

* The modification in the Auditors Report dated 15.05.2025 is limited to the insertion of dates and reasons in the table above marked in italics.

d) During the year, the company has not revalued its Property, Plant and Equipment (including Right of Use Assets and intangible assets during the year except AMTZ, Vizag where impairment provision of Rs 584.05 Lakhs has been made in the financial statements of the Company.

e) According to the information and explanations given to us and the records maintained by the Company, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made there under.

ii a) According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.

b) As disclosed in Note No. 23 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of Rs. 5 crores by banks based on the security of current assets. The quarterly returns/ statements, in respect of the working capital limits have been filed by the Company with such banks and such returns/statements are in agreement with the books of account of the Company for the respective periods.

iii The Company has not provided any security or granted advances in the nature of secured loans to companies, firms, LLP or any other parties during the year except to employees. However, during the year, the Company has granted unsecured loan to its subsidiary, made investments in two companies and provided guarantee on behalf of its subsidiary for its borrowings.

a) The Company has provided loans or advances in the nature of loans to its subsidiary during the year and also provided a guarantee / undertaking to Power Finance Corporation for infusing funds to meet any shortfall in servicing Loan facility granted to its Subsidiary as per details given below: (Rs in Lakhs)

Particulars	Guarantees	Security	Loans	Advances in the nature of loans
Aggregate amount provided/granted during the year (Rs.): Subsidiaries	7600		424.00
Balance outstanding as at balance sheet date in respect of above cases Rs.): Subsidiaries	7600		1322.11

b) In our opinion, and according to the information and explanations given to us, the terms and conditions of the grant of all loans given are, prima facie, not prejudicial to the interest of the Company;

c) In respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and principal amount is not due for repayment currently, however, the receipt of the interest is regular;

d) There is no overdue amount in respect of loans granted to such Company;

e) In respect of loan granted by the Company, no loan has fallen due during the year, and no loan have been renewed or extended or fresh loan granted to settle the overdues of existing loan given to the same party;

f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

iv The Company has not entered into any transaction covered under sections 185 and 186 of the Act. Accordingly, reporting under clause 3(iv) of the Order is not applicable to the Company.

v In our opinion, and according to the information and explanation given to us, the Company has not accepted any deposit or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

vi The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of Grease and Lubricants and Industrial Packaging & Chemicals of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and cost records have been made and maintained by the Company. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and service tax, provident fund, income-tax, customs duty, Cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

b) The disputed statutory dues of Sales Tax, Service Tax, Cess and Central Excise aggregating to Rs. 10,873.76 Lakhs (Previous Year Rs 10,115.97 Lakhs) have not been deposited as mentioned in Note No.42.3(a) to the accounts read with Annexure "A" showing the amounts involved and the forum where the dispute is pending.

viii According to the information and explanations given to us, no transactions were surrendered or disclosed as income, during the year in the tax assessments under the Income Tax Act, 1961 which have not been previously recorded in the books of accounts;

ix a) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

b) According to the information and explanations given to us including representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

c) In our opinion, and according to the information and explanations given to us, the Company has not raised any money by way of term loans during the year and did not have any term loans outstanding at the beginning of the current year. Accordingly reporting under clause 3(ix)(c) of the Order is not applicable to the Company.

d) In our opinion, and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have, prima facie, not been utilised for long term purposes.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary, associates or joint ventures.

f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiary, joint ventures or associate companies.

x a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly or optionally convertible) and hence, reporting under clause 3(x)(b) of the Order is not Applicable to the Company.

xi a) Based upon the information and explanations given to us by the management and subsequent audit procedures performed by us and the Branch auditors, we report that an alleged fraud involving payments to vendor amounting to Rs 190.25 Lakh without receipt of services has been identified during the period covered by our audit. The matter is under investigation by the management and the Vigilance department. The Company has recorded the said amount as recoverable from the vendor and made a provision for the same.

b) During the year, no report under sub-section 12 of section 143 of the Companies Act, 2013 in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 has been filed by us with the Central Government in respect of the alleged fraud mentioned in sub-clause (a) as the report from the Board / Audit Committee required to be received within 45 days of intimation has not been received. However, it may be noted that the mandatory waiting period of 45 days from the date of reporting to the Board/ audit Committee of the Company has not expired as on the date of this report.

According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub section (12) of Section 143 of the Companies Act,2013 in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, has been filed by Cost auditor/Secretarial auditor/ Branch auditors with the Central Government for the period covered by our audit.

c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle blower complaints received by the Company during the year.

xii The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii In our opinion, and according to the information and explanations given to us, all transactions entered by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the Note No. 42.19(i) and (ii) of the standalone financial statements, as required under applicable Accounting Standards.

xiv a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

xv According to the information and explanations given to us the Company, during the year, has not entered into any non-cash transactions with directors or persons connected with them and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

xvi The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses 3(xvi) of the Order are not applicable to the Company.

xvii The Company has not incurred any cash losses in the current financial year as well as the immediately preceding financial year.

xviii There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

xix According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the financial statements, our knowledge of the plans of the Board of Directors and Management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to belief that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due within a period of one year from the Balance Sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the Balance Sheet date, will get discharged by the Company as and when they fall due.

xx a) According to the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility pertaining to other than ongoing projects as at end of the current financial year. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility pertaining to any ongoing project as at end of the current financial year. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable to the Company.

	For B Chhawchharia & Co
	Chartered Accountants
	Firms Registration No.: 305123E
	Kshitiz Chhawchharia
	Partner
Place: Kolkata	Membership No.: 061087
Date: 03 July 2025	UDIN: 25061087BMPIQB1868

Annexure - C to the Auditors Report

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of Balmer Lawrie & Company Limited ("the Company") as of 31 March 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at 31 March, 2025: i. As reported by the Branch auditor of Northern Region, the Logistic Services of Northern Region did not have an adequate internal control system in place for processing payments. This weakness could result in payments being made without proper verification of the authenticity of vendor invoices.

A ‘material weakness is a deficiency or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting except for the possible effects of the material weakness stated in the above paragraph. Though certain areas require further strengthening as reported in SL- 3 of Key Audit Matter, it does not have any material effect on the internal financial controls. The internal financial controls over financial reporting were operating effectively as at 31 March 2025, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India except for the effects / possible effects of the material weakness described in the above paragraph.

	For B Chhawchharia & Co
	Chartered Accountants
	Firms Registration No.: 305123E
	Kshitiz Chhawchharia
	Partner
Place: Kolkata	Membership No.: 061087
Date: 03 July 2025	UDIN: 25061087BMPIQB1868