TO THE MEMBERS OF
GLOBAL SURFACES LIMITED
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of Global Surfaces Limited (the Company), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the Standalone Financial Statements). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit, total comprehensive income, changes in equity and its cash flows 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 (SAs) 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics issued by the Institute of Chartered Accountants of India. We believe that the audit evidence obtained by us 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, were of most significance in our audit of the standalone financial statements of the current year. 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:
| S. No. | Key Audit Matters | Auditors\u2019 response |
| 1. | Inventory Valuation (Refer Note No. 1(m), 10) | With respect to valuation at net realisable value, our audit procedures included, inter alia, the following: : |
| Finished goods inventories are valued at lower of cost and net realizable value (NRV) while raw material are written down below the cost where the cost of finished goods manufactured from such raw material exceeds their net realisable value. Determination of NRV involves significant management judgement due to the nature of the inventories and the need to consider various factors such as market conditions, quality, grade, size, ageing and expected selling prices. Accordingly, this matter was considered to be a Key Audit Matter. | \u2022 Obtained an understanding of management\u2019s process for determining the net realisable valueof natural stone and engineered quartz slabs and tested the reasonableness of the significant judgments and assumptions applied by management; | |
| \u2022 Evaluated the physical condition of raw materials and finished goods and assessed whether their cost, yield, quality, grade, size and ageinghad been appropriately considered by management in determining the net realisable value; | ||
| \u2022 Evaluated the design and tested the operating effectiveness of key internal controls relating to the valuation of raw materials and finished goods; | ||
| 1. | \u2022 Assessed the reasonableness of the net realisable value considering the market condition and evaluating possible impact of quality, class, size and ageing that was estimated and considered by the management; | |
| \u2022 Compared the estimated selling prices with recent actual sales transactions and other available market data to assess the reasonableness of the estimated net realisable value; | ||
| \u2022 Compared the estimated costs to sell with recent actual selling costs. | ||
| \u2022 Compared the estimated costs of finished goods with their estimated net realisable value and verified that inventories were valued at the lower of cost and net realisable value; | ||
| \u2022 For raw materials, assessed whether a write-down below cost had been recognised where the estimated cost of finished goods produced from such raw materials exceeded their net realisable value; | ||
| 2. Investments in Subsidiaries and Loans & Advances to Subsidiaries (Refer Note No. 6,7 & 8) | Our audit procedures in relation to the assessment of impairment of investments in subsidiaries and loans and advances to subsidiaries included, among others, the following: | |
| The Company\u2019s investments in its subsidiaries amounted to Rs.210.77 million, Pending loan conversion into Equity (pending approval) Rs.1028.14 million and loans to subsidiaries to Rs.1104.98 million as at March 31, 2026. | \u2022 Evaluated the Company\u2019s process for identifying impairment indicators for investments in subsidiaries and loans and advances. | |
| The Company assesses, at each reporting date, whether there are any indicators that these investments and loans and advances may be impaired. Where such indicators exist, management estimates the recoverable amount of the respective investments and loans and advances. The recoverable amount is determined as the higher of the fair value less costs of disposal and the value in use, which involves the use of valuation techniques and significant assumptions relating to future cash flows, growth rates, discount rates and other market-based inputs. | \u2022 Assessed management\u2019s impairment analysis and the methodology used to determine the recoverable amount. | |
| \u2022 Tested the reasonableness of key assumptions used in the valuation, including projected cash flows, growth rates and discount rates, where applicable. | ||
| \u2022 Compared the recoverable amount with the carrying value of the investments and loans and advances. | ||
| \u2022 Reviewed the latest audited financial statements and financial performance of the subsidiary companies. | ||
| Given the significance of these balances and the considerable management judgement involved in estimating recoverable amounts, this matter was considered to be a Key Audit Matter. | \u2022 Discussed with management the future business plans and assessed the recoverability of loans and advances to subsidiaries. | |
| \u2022 Assessed the adequacy of the related disclosures in the standalone financial statements. | ||
| 3. | Recoverability of MAT(Refer Note 9) | Our audit procedures included, inter alia: |
| The Company has recognised Minimum Alternate Tax (\u201cMAT\u201d) credit entitlement amounting to Rs.91.83 million as at March 31, 2026 under Deferred Tax Assets. | \u2022 Evaluated the design and implementation of controls over the recognition and assessment of recoverability of MAT credit entitlement; | |
| The recoverability of such MAT credit entitlement is dependent upon the Company\u2019s ability to generate sufficient future taxable profits within the specified period as prescribed under the provisions of the | \u2022 Assessed the assumptions used by management in forecasting future taxable profits; | |
| \u2022 Compared management\u2019s previous forecasts with actual results to evaluate reliability of its estimates; | ||
| Income-tax Act, 2025. Considering the significant judgment involved in estimating future taxable profits and the assessment of utilisation period, the matter has been considered as a Key Audit Matter. | \u2022 Reviewed business plans and future projections approved by management and those charged with governance; | |
| \u2022 Evaluated the adequacy of the disclosures made in the financial statements relating to MAT credit entitlement. |
Emphasis of Matter:
We draw attention to Note No. 8 to the Standalone Financial Statements, wherein the Company has approved conversion of the existing unsecured loan aggregating to Rs. 100 Crores / USD 11,120,997 / AED 40,842,200 granted to its wholly owned foreign subsidiary, Global Surfaces FZE, into equity shares at a fair value of AED 700 per share (comprising face value of AED 100 and securities premium of AED 600 per share) on March 18, 2026. The aforesaid conversion remained pending as at March 31, 2026, awaiting requisite approvals/formalities with the Jebel Ali Free Zone Authority (JAFZA), Dubai.
We draw attention to Note No. 3(b) to the Standalone Financial Statements, wherein the Board of Directors has approved discontinuation of operations of the Companys Bagru Unit (natural stone processing) with effect from March 31, 2026, in view of sustained losses and continued capacity under-utilization. The Board of Directors has accorded in-principle approval for preparation of a plan for disposal of said unit.
Our opinion is not modified in respect of these matters.
Information other than the financial statements and Auditors report thereon
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in Boards Report including Annexures to Boards Report, but does not include the standalone financial statements and our auditors report thereon. The other information comprising the above documents is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we will 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. We have nothing to report in this regard.
When we read the other information comprising the above documents, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions as per applicable laws and regulations.
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes 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 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, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
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 Standalone financial statements of the current year 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 Matter
The standalone financial statements of the company for the year ended March 31, 2025, were audited by another auditor who expressed an unmodified opinion on those statements. Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
A. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order. B. As required by Section 143(3) of the Act, based on our audit, 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 except for the matters stated in paragraph 2 (h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. c) the Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules made thereunder. e) On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 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, refer to our separate Report in Annexure B. g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act. 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: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 45 to the standalone financial statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. No amount is required to be transferred to the Investor Education and Protection Fund by the Company. iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity (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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (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; (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. The Company has not declared or paid any dividend during the year and therefore compliance of Section 123 of the Act, is not applicable. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording an audit trail (edit log) facility and the audit trail has been operated throughout the year for all relevant transactions recorded in the software and during the course of audit we did not come across any instance of the audit trail feature being tampered with, except that audit trail was not enabled at the database level to log any direct changes for accounting software used for maintaining books of account. The Company has preserved the audit trail in accordance with the statutory requirements for record retention except audit trail at database level which was not enabled to log any changes for accounting software and audit trail of production and sales modules used by the Company for the period from April 1, 2023 to June 30, 2023.
| For Ummed Jain & Co. | |
| Chartered Accountants | |
| Firm Registration No. 119250W | |
| [CA U.M. Jain] | |
| Partner | |
| Place: Jaipur | Membership No: 070863 |
| Date: May 25, 2026 | UDIN: 26070863XSUZSQ4165 |
Annexure A
Independent Auditors Report
(Referred to in Paragraph A under Report on Other Legal and Regulatory Requirements section of our report to the Members of Global Surfaces Limited of even date) To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that: i. In respect of the Companys Property, Plant and Equipment and Intangible Assets: (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and location of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of intangible assets.
(b) All the Property, Plant and Equipment have been physically verified by the management during the year. The Company has a regular program of physical verification of Property, Plant and Equipment 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) The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) 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 as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended) and rules made thereunder. ii. (a) As per the information furnished, the Inventories have been physically verified by the management at the year-end.
In our opinion, having regard to the size, nature and location of inventory, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in aggregate for each class of inventory were noticed on such verification.
(b) The quarterly returns/statements filed by the Company with the banks are not in agreement with the books of account. The details of such differences have been disclosed in Note 22 to the standalone financial statements. iii. In respect of investments made, guarantees provided, securities given and loans or advances in the nature of loans granted during the year, the Company has complied with the requirements of clause 3(iii) of the Order as follows: (a) The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans given are as under:
| Particulars | Guarantees (INR in millions) | Securities (INR in millions) | Loans (unsecured) | Advances in nature of loans |
| (Refer Note Below) | (Refer Note Below) | (INR in millions) | (INR in millions) | |
| Aggregate amount granted/ provided during the year | ||||
| - Subsidiaries | - | - | *27.52 | *- |
| - Others | - | - | - | - |
| Balance Outstanding as at balance sheet date | ||||
| - Subsidiaries | 1579.08 | 768.18 | #1104.98 | 92.60 |
| - Others | - | - | - | - |
* Excluding the effects of foreign currency fluctuations.
# This amount excludes the loan amount of Rs. 1028.14 million, as reported in note 8 of the financial statements, which was under the process of conversion into equity as at March 31, 2026.
Note: The UAE subsidiary viz. Global Surfaces FZE has availed term loan/letter of credit facilities limit for its project in Dubai against which the Company has provided security of its property, plant and equipment, current assets and guarantee to the banks. The amount mentioned herein is the total limit sanctioned/outstanding in this regard.
(b) In our opinion, the investments made, guarantee provided, security given and the terms and conditions of grant of loans and advances in the nature of loans and guarantee provided are, prima facie, not prejudicial to the interest of the Company.
(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments of principal amounts and receipts of interest (either by way of payment or by conversion into further loan in terms of agreement) are generally been regular as per stipulated terms. However, during the year the Company has given extension for payment of interest on loan to a subsidiary up to March 31, 2027 and accordingly, there is no overdue amount outstanding as at the year end. However, as at the year end, an amount of Rs. 92.60 million which has been shown as Advance to Subsidiaries (Refer Note No. 16) for which no terms and condition for repayment has been stipulated.
(d) In respect of loans granted by the Company, there were no overdue amounts of principal outstanding for more than ninety days as at the balance sheet date.
(e) The loans which has fallen due during the year, have not been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties except the company has granted extension for payment of interest due on loan given to a subsidiary up to March 31, 2027.
(f ) The Company has not granted any loans either repayable on demand or without specifying any terms or period of repayment except as under :
| Particulars | All Parties | Promoters | Related Parties |
| Aggregate amount of loans/ advances in nature of loans | |||
| - Repayable on demand (A) | - | - | - |
| - Agreement does not specify any terms or period of repayment (B) | - | - | 92.60 |
| Total (A+B) | - | - | 92.60 |
| Percentage of loans/ advances in nature of loans to the total loans | - | - | 8.36 |
(iv) 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 granted, investments made and guarantees and securities provided, where applicable. (v) The Company has not accepted any deposit or amounts which are deemed to be deposits within the meaning of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed thereunder. Accordingly, reporting under clause 3(v) of the Order is not applicable.
(vi) As per information and explanation given to us by the management, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the goods produced by the Company. Accordingly, reporting under clause 3(vi) of the Order is not applicable.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Goods and Services Tax (GST), Income Tax, Duty of Custom, Value added tax, Cess and other statutory dues applicable to it with the appropriate authorities.
There were no undisputed statutory dues outstanding as at March 31, 2026 for a period exceeding six months from the date they became payable, except TDS demand of INR 0.06 million, the details of which are under verification by the management.
(b) Details of statutory dues including Goods and Service Tax and Income Tax which have not been deposited as on March 31, 2026 on account of disputes are as under:
| Name of the statute | Nature of dues | Amount in INR (Millions) | Period to which the amount relates | Forum where dispute is pending |
| Income tax Act, 1961 | Income tax | 374.89 | AY 2023-24 | CIT(Appeals) |
| Income tax Act, 1961 | Income tax | 43.78 | Block Period AY 2013-14 to 2021-22 | CIT(Appeals) |
| CGST Act, 2017 | GST | 0.35 | 2017-2018 | Additional Commissioner (Appeals) |
(viii) According to the information and explanations given to us and records examined by us, there are no transactions that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
Hence, reporting under clause 3 (viii) is not applicable.
(ix) (a) The Company delayed repayment of packing credit amounting to USD 125,167.29 (equivalent to INR 11.85 million), which became due on March 30, 2026. The delay continued for 18 days and the amount was repaid on April 17, 2026.
(b) According to the information and explanations given to us and records examined by us, the Company has not been declared willful defaulter by any bank or financial institution or other lender. Hence, reporting under clause 3 (ix) (b) is not applicable.
(c) Based on our examinations of the records and information and explanations given to us, the term loans have been applied for the purpose for which these are raised. (d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.
(e) 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 subsidiaries.
(f ) Based on our examinations of the records and information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Hence, reporting under clause 3 (ix)
(f ) is not applicable.
(x) (a) In our opinion and according to explanations given to us, the Company has utilized the money raised by way of initial public offer (IPO) for the purpose for which they were raised. The Company has not raised moneys by way further public offer (including debt instruments) during the year.
(b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) No fraud by the Company or on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year. (c) As represented and based on our examination of records made available to us by the management, there are no whistle blower complaints received by the Company during the year. Hence reporting under clause 3(xi)(c) is not applicable.
(xii) The Company is not a Nidhi company and hence reporting under clause 3(xii) is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) (a) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. We have considered the internal audit reports issued for the year under audit.
(xv) 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 its directors.
Hence, reporting under clause 3(xv) is not applicable.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and hence reporting under clause 3(xvi)(a), (b) and (c) is not applicable.
(b) According to the information and explanations given to us, there is no Core Investment Company (CIC) within the Group.
(xvii) The Company has incurred cash losses amounting to Rs. 21.11 million during the financial year covered by our audit.
The Company did not incur any cash losses during the immediately preceding financial year.
(xviii) There was a resignation of the statutory auditors during the year. We have considered the communication received from the outgoing auditors and noted that no issues, objections or concerns requiring consideration in the current audit were identified. (xix) On the basis of the financial ratios, ageing and expected realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors plans, and the audit evidence obtained, nothing has come to our attention which causes us to believe that any material uncertainty exists as at the date of this report indicating that the Company is incapable 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. We further state that our reporting is based on the facts up to 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) In our opinion and according to information and explanations given to us, a) there is no unspent amount in respect of other than on-going project, which is required to be transferred to a Fund specified under Schedule VII of the Companies Act, 2013. There is no ongoing project in which company is required to spend CSR funds pertaining to FY 2025-26. b) In respect of ongoing projects, the total amount remaining unspent under sub-section (5) of Section 135 of the Act, pursuant to the Corporate Social Responsibility Policy, amounts to Rs. 2.78 million for the financial year 2024-25. Out of this, Rs. 1.85 million has been transferred to a special account in compliance with the provision of sub-section (6) of Section 135 of the said Act, within the prescribed time limit. The balance amount of Rs. 0.93 million has been paid to the vendor as an advance towards execution of the ongoing project.
| For Ummed Jain & Co. | |
| Chartered Accountants | |
| Firm Registration No. 119250W | |
| [CA U.M. Jain] | |
| Partner | |
| Place: Jaipur | Membership No: 070863 |
| Date: May 25, 2026 | UDIN: 26070863XSUZSQ4165 |
Annexure B
Independent Auditors Report
(Referred to in paragraph B(f ) under Report on Other Legal and Regulatory Requirements section of our report of even date)
Report on audit of Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 TO THE MEMBERS OF GLOBAL SURFACES LIMITED
We have audited the internal financial controls over financial reporting of Global Surfaces Limited (the Company) as of March 31, 2026, in conjunction with our audit of the standalone financial statements of the Company for the year then ended.
Managements Responsibility for Internal Financial Controls
The Management 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 GuidanceNote 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 the 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 (hereinafter referred to as the Act).
Auditors Responsibility
Our responsibility is to express an opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by ICAI and the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013Act, 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 were established and maintained and whether such controls were operating effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control 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 judgment, 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.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial controls 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 in India. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, 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 the generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Board of Directors of the Company; (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the 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.
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, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal financial controls over financial reporting criteria established by the Company considering the essential components of internalcontrols stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
| For Ummed Jain & Co. | |
| Chartered Accountants | |
| Firm Registration No. 119250W | |
| [CA U.M. Jain] | |
| Partner | |
| Place: Jaipur | Membership No: 070863 |
| Date: May 25, 2026 | UDIN: 26070863XSUZSQ4165 |
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