To the Members of Durlax Top Surface Limited (Formerly known as Durlax India Private Limited)
Report on the Audit of the Financial Statements
We have audited the Financial Statements of Durlax Top Surface Limited ( " the Company " ), which comprise the balance sheet as at 31st March 2026, and the statement of profit and loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2026, and its Profit, and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor s Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies Act, 2013 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.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 that there are no key audit matters to communicate in our report.
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, but does not include the financial statements and our auditor s report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.
The Company s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ( " the Act " ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company s financial reporting process.
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 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is included in " Annexure A " to this auditor s report. Such description forms integral part of this report.
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 Companies Act, 2013, is given as per Annexure " B " .
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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 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, is given as per Annexure " C " .
g. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the 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 does not have any pending litigations which would impact its financial position as on 31st March, 2026.
ii. The Company did not have any long-term contracts, including derivative 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. 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 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;
v. 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
vi. Based on our audit procedures, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) and (v) contain any material mis-statements.
vii. The company has not declared or paid any dividend during the year.
viii. Based on our examination which included test checks, the company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transaction recorded in the respective software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
ix. With respect to the matter to be included in the Auditor s Report under section 197(16) of the Act. In our opinion and according to the information and explanations given to us, the remuneration paid to the directors is in accordance with Section 197 of the Act read with approvals obtained from shareholders wherever applicable. The MCA has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.
For N K Mittal & Associates Chartered Accountants Firm Registration Number: 113281W
CA (Dr.) N K Mittal Partner Membership No. 046785 UDIN: 26046785UHHHCA5243
Place: Mumbai Date: 21st May, 2026
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 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 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 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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 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.
Referred to in paragraph 9 of the Independent Auditor s Report of even date to the members of Durlax Top Surface Limited (Formerly Known as Durlax India Private Limited) on the financial statement as of and for the period ended 31st March 2026.
a. (A) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has maintained proper records showing full particulars, including quantitative details and situation of its Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of its intangible assets.
b. The Property, Plant and Equipment have been physically verified by the management during the year in accordance with a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and the records examined by us, the Company does not own any immovable property. Accordingly, reporting under clause 3(i)(c) of the Order is not applicable.
d. The Company has not revalued its Property, Plant and Equipment (including Right-of-Use assets, wherever applicable) or intangible assets during the year.
e. According to the information and explanations given to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and the rules made thereunder.
a. Inventories have been physically verified by the management during the year at reasonable intervals. In our opinion, the coverage and procedure of such verification are appropriate having regard to the size and nature of the business. The discrepancies noticed on such verification, if any, were not material and have been properly dealt with in the books of account.
b. According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of 5 crore, in aggregate, from banks against security of current assets. The facilities are further secured by an equitable mortgage of immovable properties owned by the promoters together with their personal guarantees. Based on our examination of the records, the quarterly returns/statements submitted by the Company to the banks are in agreement with the books of account of the Company.
According to the information and explanations given to us and on the basis of our audit procedures, the Company has granted unsecured loans/advances in the nature of loans to parties during the year. The Company has not provided guarantees or securities during the year.
a. The aggregate amount of loans or advances in the nature of loans granted during the year and the balance outstanding at the year end are as disclosed in the financial statements
( ?‚? . In lakhs)
| Particulars | Advances in the nature of loans |
| Aggregate amount granted/provided during the year | |
| Related | - |
| Others | 3.64 |
| Balance outstanding as at balance sheet date in respect of such cases | |
| All Parties | 17.91 |
b. In our opinion, the terms and conditions of the loans and advances granted are, prima facie, not prejudicial to the interest of the Company.
c. In respect of loans repayable on demand, no specific schedule for repayment of principal has been stipulated. Accordingly, the question of regularity of repayment does not arise.
d. Certain loans aggregating to 16.75 lakhs were overdue for more than ninety days as at the balance sheet date.
( ?‚? . In lakhs)
| No of Cases | Principal overdues | Interest overdues | Total overdues | Remarks, if any |
| 8.00 | 16.75 | - | 16.75 | |
| Principal | Total | 16.75 | - | 16.75 |
1. No loan or advance in the nature of loan which had fallen due during the year has been renewed or extended, nor has any fresh loan been granted to settle the overdue of existing loans.
2. Loans aggregating to 17.91 lakhs are repayable on demand.
(1. In lakhs)
| Particulars | All Parties | Promoters | Related Party |
| Aggregate amount of loans/ advances in nature of Loans | - | - | - |
| Repayable on demand (A) | 17.91 | - | - |
| Aggregate amounts of loans which do not specify any terms or period of repayment (B) | - | - | - |
| Total (A+B) | 17.91 | - | - |
| Percentage of Loans/ advances | 100% | - | - |
In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and securities, wherever applicable.
According to the information and explanations given to us, the Company has not accepted any deposits or amounts deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules framed thereunder. Accordingly, reporting under clause 3(v) of the Order is not applicable.
We have broadly reviewed the books of account maintained by the Company pursuant to the Rules prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 for maintenance of cost records. Based on such review, we are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not carried out a detailed examination of such records with a view to determine whether they are accurate or complete.
a. According to the information and explanations given to us and on the basis of our examination of the records, the Company has generally been regular in depositing with the appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Customs Duty, Cess and other statutory dues applicable to it. According to the information provided to us, there were no undisputed statutory dues outstanding for a period exceeding six months from the date they became payable.
b. According to the information and explanations given to us, the amount of deposits and are pending before the respective appellate authorities. The details are as disclosed in the financial statements and the statement below.
(1. In lakhs)
| Name of State | Nature of Dues | Amount ( . In lakhs) | Period to which the amount relates | Forum where the dispute is pending |
| Income Tax Act, 1961 | Income Tax | 1,647.79 | FY 2017-18 | Commissioner of Income-tax (Appeal) |
| Goods and Service Tax Act, 2017 | GST | 1,133.57 | FY 2017-18 | Commissioner (Appeal), GST |
| Goods and Service Tax Act, 2017 | GST | 164.50 | FY 2018-19 | Commissioner (Appeal), GST |
According to the information and explanations given to us and based on our examination of the books and records, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
a. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in payment of interest thereon to any lender.
b. The Company has not been declared a wilful defaulter by any bank, financial institution or government authority.
c. The term loans obtained during the year were applied for the purposes for which they were obtained.
d. On an overall examination of the financial statements, no funds raised on a short-term basis have been utilised for long-term purposes.
e. The Company has not taken any funds from any entity or person to meet the obligations of its subsidiaries, associates or joint ventures.
f. The Company has not raised loans during the year on the pledge of securities held in subsidiaries, associates or joint ventures.
a. According to the information and explanations given to us and based on our examination of the books and reports of the Company, the Company has raised funds by way of a Rights Issue during the year. In our opinion, the funds so raised have been utilised towards the objects stated in the Letter of Offer dated 09 February 2026. As at 31 March 2026, an amount of 3,970.81 lakhs had been utilised towards the stated objects and the balance unutilised amount of 950.99 lakhs was available for utilisation towards the remaining approved objects of the issue. We have not noted any deviation in the utilisation of the funds from the objects stated in the Letter of Offer.
b. According to the information and explanations given to us and based on our examination of the books and reports of the Company, during the year the Company made a Rights Issue comprising 1,23,04,497 equity shares having a face value of 10 each, issued at a price of 40 per equity share (including a securities premium of 30 per equity share), for cash consideration. The issue was carried out in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
a. Based on the audit procedures performed and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year.
b. No report under Section 143(12) of the Companies Act, 2013 in Form ADT-4, as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014, has been filed by us or by any other auditor during the year.
c. According to the information and explanations given to us, no whistle-blower complaints were received by the Company during the year which required consideration while carrying out our audit.
In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the Companies (Auditor s Report) Order, 2020 are not applicable.
In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, wherever applicable, and the necessary disclosures have been made in the Financial Statements in accordance with the requirements of the applicable Accounting Standards.
a. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.
b. We have considered the internal audit reports issued for the period under audit while determining the nature, timing and extent of our audit procedures.
According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with them during the year. Accordingly, the provisions of Section 192 of the Companies Act, 2013 are not applicable.
a. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
b. Based on the information and explanations provided by the management, there is no Core Investment Company (CIC) within the Group as defined under the Core Investment Companies (Reserve Bank) Directions, 2016. Accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable.
According to the information and explanations given to us and based on our examination of the books of account, the Company has not incurred cash losses during the current financial year or in the immediately preceding financial year.
There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Companies (Auditor s Report) Order, 2020 is not applicable.
According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Financial Statements, our knowledge of the Board of Directors and management plans and based on the audit evidence obtained by us, nothing has come to our attention which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that the Company is not capable of meeting its liabilities existing at the balance sheet date 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. Our reporting is based on the facts existing up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within one year from the balance sheet date will be discharged by the Company as and when they fall due.
a. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has fully spent the amount required to be spent towards Corporate Social Responsibility ( CSR ) for the financial year in accordance with Section 135 of the Companies Act, 2013 read with Schedule VII thereto. Accordingly, reporting under clause 3(xx)(a) of the Order does not give rise to any adverse remarks.
b. There were no ongoing CSR projects requiring transfer of any unspent amount to a special account in compliance with Section 135(6) of the Companies Act, 2013. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable.
The reporting requirements under clause 3(xxi) of the Companies (Auditor s Report) Order, 2020 are not applicable since the Company is not required to prepare Consolidated Financial Statements and does not have any subsidiaries, associates or joint ventures during the year.
For N K Mittal & Associates Chartered Accountants Firm Registration Number: 113281W
CA (Dr.) N K Mittal (Partner) Membership Number: 046785 UDIN: 26046785UHHHCA5243
Place: Mumbai Date: 21st May, 2026
(Referred in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Durlax Top Surface Limited (formerly known as Durlax India Private Limited) of even date)
We have audited the internal financial controls over financial reporting of Durlax Top Surface Limited (the " Company " ) as of March 31, 2026 in conjunction with our audit of the financial statements of the company for the year ended on that date.
The Company s Management 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 (the " 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 company s 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 Companies Act, 2013.
Our responsibility is to express an opinion on the Company s 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 ICAI 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.
evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the 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 Company s internal financial controls system over financial reporting with reference to these Standalone Financial Statements.
A company s 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 company s 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 company s assets that could have a material effect on the financial statements.
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.
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 and such internal financial controls over financial controls over financial reporting were operating effectively as at March 31, 2026, 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 ICAL.
For N K Mittal & Associates Chartered Accountants Firm s Registration Number: 113281W
CA (Dr.) N K Mittal (Partner) Membership Number: 046785 UDIN: 26046785UHHHCA5243
Place: Mumbai Date: 21st May, 2026
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