Graphite India Ltd Auditor Reports

To the Members of Graphite India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone fi nancial statements of Graphite India Limited ("the Company"), which comprise the Balance Sheet as at March 31 2024, the Statement of Profi t and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone fi nancial statements, including a summary of material 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 standalone fi nancial statements give the information required by the Companies Act, 2013, as amended ("the Act") 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 31, 2024, its profi t including other comprehensive income, its cash fl ows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone fi nancial statements in accordance with the Standards on Auditing (SAs), as specifi ed 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 together with the ethical requirements that are relevant to our audit of the fi nancial statements under the provisions of the Act and the Rules thereunder, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone fi nancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi cance in our audit of the standalone fi nancial statements for the fi nancial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfi lled the responsibilities described in the Auditors responsibilities for the audit of the standalone fi nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone fi nancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone fi nancial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition (as described in Note 2 (b) and 21 of the standalone financial statements)	Our audit procedures included the following:
The Company recognises revenue when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods.	• Evaluated that the Companys revenue recognition policy is in compliance with terms of Ind AS 115 ‘Revenue from contracts with customers.
During the year ended March 31, 2024, the Company has recognised revenue amounting to Rs. 1,881.22 crores and Rs. 988.82 crores from domestic and export sales respectively. The terms of sales arrangements, including the timing of transfer of control, delivery specifications including incoterms in case of export, create complexity and judgment in determining timing of revenue recognition. The risk is, therefore, that revenue may not be recognised in the correct period in accordance with Ind AS 115.	• Evaluated the design and implementation of key controls operating around revenue recognition.
Accordingly, due to the risk associated with timing of revenue recognition, it was determined to be a key audit matter in our audit of the standalone financial statements.	• Performed test of individual sales transaction on sample basis and traced to sales invoices, sales orders and other related documents. Further, in respect of the samples selected, checked that the revenue has been recognized as per the incoterms and when the conditions for revenue recognitions are satisfied.
	• Selected samples of sales transactions made pre and post year end, checked the period of revenue recognition with the underlying documents.
	• Assessed the adequacy of relevant disclosures made in the standalone financial statements.
Assessment of net realisable value of Inventory (as described in Note 2(g), 3, 12, 23 (a), 24, 47 of the standalone financial statements)
Assessment of net realizable value of electrodes (finished goods, work in progress and related raw materials) has been identified as a key audit matter given the relative size of its balance in the standalone financial statements and the significant judgment involved in the estimation of Net realisable value by the management of the Company.	Our audit procedures included the following:
The inputs used for the determination of the net realisable value include attributes viz., future selling prices, costs to complete for work in progress & raw material and selling costs which makes such determination complex and sensitive to these attributes. Any change in attribute may have a material impact on the calculation of net realisable value and resultantly on the carrying value of the inventory as on the Balance Sheet date.	• Evaluated that the Companys inventory valuation policy is in compliance with Ind AS-2 ‘Inventories
	• Evaluated the design and implementation of key controls operating around inventory valuation;
	• Held discussions with management to understand and corroborate the assumptions used in the assessment of net realisable value of electrodes.
	• Compared the selling prices of electrodes subsequent to the year end to their year-end carrying amounts, on a sample basis, to check whether they are stated at the lower of cost and net realizable value.
	• Assessed the derived net realizable values of work- in-progress and raw material, on a sample basis, by comparing their year-end carrying values to the selling prices of electrodes less future cost of their conversion into finished goods,
	• Obtained understanding of the managements process of estimation of future costs of conversion of raw material and work-in-progress into finished goods and assessed their estimates, on a sample basis.
	• Assessed the adequacy of relevant disclosures made in the standalone financial statements.

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 the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility and Sustainability Report and Corporate Governance, but does not include the standalone fi nancial statements and our auditors report thereon.

Our opinion on the standalone fi nancial 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 fi nancial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the fi nancial 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.

Responsibilities of Management 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 fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance including other comprehensive income, cash fl ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specifi ed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone fi nancial 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. Those Board of Directors are also responsible for overseeing the Companys fi nancial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone fi nancial 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 infl uence the economic decisions of users taken on the basis of these standalone fi nancial 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 fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal fi nancial controls with reference to fi nancial 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 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 signifi cant 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 fi nancial 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 fi nancial statements, including the disclosures, and whether the standalone fi nancial 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 signifi cant audit fi ndings, including any signifi cant defi ciencies 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 communi-cate 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 signifi cance in the audit of the standalone fi nancial statements for the fi nancial year ended March 31, 2024 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 benefi ts of such communication.

Report on Other Legal and Regulatory Requirements

1. 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 1" a statement on the matters specifi ed in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, 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 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 the paragraph i(vi) below on reporting under Rule 11(g); (c) The Balance Sheet, the Statement of Profi t and Loss including the Statement of Other

Comprehensive Income, the Cash Flow Statement and 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 fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; (e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act; (f) The modifi cation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph i(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal fi nancial controls with reference to these standalone fi nancial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report; (h) In our opinion, and to the best of our information and according to the explanations given to us, as more fully described in Note 50 to these standalone fi nancial statements, the remuneration to the executive director and other directors for the year ended March 31, 2024 is in excess of the limits applicable under section 197 of the Act, read with Schedule V thereto. Such excess remuneration is pending approval from the shareholders of the Company in the forthcoming Annual General Meeting.

(i) 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 fi nancial position in its standalone fi nancial statements – Refer Note 34 to the standalone fi nancial / statements;

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. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 53 (v) to the standalone fi nancial statements, 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 identifi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries; b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 53 (vi) to the standalone fi nancial statements, 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 identifi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries; and c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement. v. The fi nal dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 41 (b) to the standalone fi nancial statements, the Board of Directors of the Company have proposed fi nal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend 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 has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made using privileged/ administrative access rights as described in Note 50 to the standalone fi nancial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of accounting software.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number - 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352

UDIN: 24060352BKFTFI1561

Place of Signature: Kolkata

Date: May 7, 2024

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re: Graphite India Limited ("the Company")

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 to the best of our knowledge and belief, we state that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. (B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) Majority of the Property, Plant and Equipment were physically verifi ed by the management during the year and there is a regular programme of verifi cation, which is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were identifi ed on such verifi cation.

(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company except fi fteen (15) number of immovable properties (details of which are set out in Note 4.8 and Note 4.9 to the standalone fi nancial statements) as indicated in the below mentioned cases:

Description of Property	Gross Carrying value (Rs. in crores)	Net Carrying value (Rs. in crores)	Held in name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in the name of Company
Four Freehold Land at Titilagarh	0.02	0.02	Powmex Steels Limited	No	01.02.2009	Matter pending for transfer of ownership in court of Tehsildar, Titlagarh.
Two Leasehold Land at Titilagarh #	0.22	0.14	Powmex Steels Limited	No	01.02.2009	Transfer of ownership is under process.
Six Freehold land at Titlagarh	0.07	0.07	Powmex Steels Limited	No	01.02.2009	Transfer of ownership is under process. Record of right is in the name of Graphite India Limited.
Two Freehold land at Titlagarh	0.02	0.02	Powmex Steels Limited	No	01.02.2009	Original Tittle deed has been misplaced and is not available with the Company. The Company has obtained the certified copies of the same.
One Freehold Land at Nashik-Ambad	0.07	0.07	Graphite Vicarb India Limited	No	01.01.1994	Transfer of ownership is under process.

# One (1) Original title deed is pledged with a bank and is not available with the Company. The same has not been independently confi rmed by the bank and hence we are unable to comment on the same.

(d) The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) or intangible assets during the year ended March 31, 2024.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verifi ed by the management during the year except for inventories lying with third parties. In our opinion, the frequency of verifi cation by the management is reasonable and the coverage and procedure for such verifi cation is appropriate. Inventories lying with third parties have been confi rmed by them as at March 31, 2024 and no discrepancies were noticed in respect of such confi rmations. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed on such physical verifi cation of inventories.

(b) As disclosed in Note 15.3 to the fi nancial statements, the Company has been sanctioned working capital limits in excess of Rs. fi ve crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the fi nancial statements, the quarterly returns/statements fi led by the Company with such banks are in agreement with the unaudited books of accounts of the Company. The Company does not have sanctioned working capital limits in excess of Rs. fi ve crores in aggregate from fi nancial institutions during the year on the basis of security of current assets of the Company. (iii) (a) During the year, the Company has provided loans and has stood guarantees to a company or other parties as follows:

	Guarantees (Rs. in crores)	Loan to employees (Rs. in crores)
Aggregate amount granted/ provided during the year
- Step down Subsidiary	134.94	–
- Other parties	–	1.53
Balance outstanding as at Balance Sheet date in respect of above case
- Step down Subsidiary	134.94	–
- Other parties	–	2.14

During the year, the Company has not provided loans, advances in the nature of loans, stood guarantees or provided securities to companies, fi rms, Limited Liability Partnerships or any other parties other than as mentioned above.

(b) During the year, the investments made, guarantees provided and the terms and conditions of the grant of loans and guarantees to Company or any other parties are not prejudicial to the Companys interest. During the year, the Company has not made investments, provided guarantees, provided securities or granted loans and advances in the nature of loans to companies, fi rms, Limited Liability Partnerships or any other parties other than as mentioned above.

(c) The Company has granted loans during the year to other parties where the schedule of repayment of principal and payment of interest has been stipulated and the repayment or receipts are regular. The Company has not granted loans and advances in the nature of loans to companies, fi rms, Limited Liability Partnerships or any other parties other than as mentioned above.

(d) There are no amounts of loans and advances in the nature of loans granted to companies, fi rms, limited liability partnerships or any other parties which are overdue for more than ninety days.

(e) There were no loans or advance in the nature of loan granted to companies, fi rms, Limited Liability Partnerships or any other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(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 to companies, fi rms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) Loans, investments, guarantees and security in respect of which provisions of sections 185 and 186 of the Companies Act, 2013 are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) 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 under section 148(1) of the Companies Act, 2013, related to the manufacture of Companys products, and are of the opinion that prima facie, the specifi ed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have not been deposited on account of any dispute, are as follows:

Name of the Statute	Nature of Dues	Amount (Rs. in crores)*	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise Duty, Interest and	0.23	2008-09, 2010-11 & 2011-12	Commissioner (Appeals)
	Penalty	17.62 #	2013-14 to 2016-17	Principal Commissioner (CIT (A))
		0.04	1999-00	Deputy Commissioner of Central Excise
		2.44	1999-00 to 2012-13	CESTAT
Central Sales Tax Act, 1956	Sales Tax, Interest and	0.003	2005-06 to 2009-10	Additional Commissioner of Commercial Taxes
	Penalty	0.23	2006-07 to 2007-08	Commissioner (Appeals)
		0.07	2005-06 to 2008-09	Sales Tax Tribunal
Customs Act, 1962	Custom Duty, Interest and	6.32	2005-06 to 2007-08 & 2014 - 15	Commissioner (Appeals)
	Penalty	1.68	1991-92 & 2019-20	CESTAT
Finance Act, 1994	Service Tax,	21.22	2006-07 to 2017-18	Commissioner (Appeals)
	Interest and Penalty	5.32	2004-05 to 2012-13	CESTAT
		0.05	2006-08 & 2015-17	Assistant Commissioner Central Excise.
		0.51	2004-05 to 2006-07 & 2015-16	The Superintendent, Range D and Superintendent, Appeals
		0.13	2014-15 & 2015-16	Joint Commissioner
		0.05	2014-15 & 2015-16	Additional Commissioner
Andhra Pradesh	Value Added
Value Added Tax Act, 2005	Tax, Interest and Penalty	0.01	2008-09	Commercial Tax Offi cer
Goods and Services Tax Act,	Goods and Services Tax,	43.04 #	2017-18 & 2018-19	Joint Commissioner
2017	Interest and	0.12	2017-18	Commercial Tax Offi cer
	Penalty	0.63 #	2017-18	Assistant Commissioner
		0.21	2017-18	Commissioner (Appeals)
		0.12	2017-18 & 2019-20	Deputy Commissioner
Karnataka Value Added Tax Act,	Value Added Tax, Interest and	0.08	2008-09	Assistant Commissioner, Commercial taxes
2003	Penalty	0.07	2006-2007	Karnataka High Court
		7.62	2012-15, 2016-18, 2019-20 to 2021-22	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax, Demand and Interest	54.91	2007-08, 2009-10 to 2013-14	Income Tax Appellate Tribunal
		8.06	1992-93 to 1994-95, 1999-00 to 2006-07	Honble Calcutta High Court

* Net of amounts deposited on account of dispute # Represents show cause cum demand notice

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or fi nancial institution or government or any government authority. (c) The Company did not have any term loans outstanding during the year hence, the requirement to report on clause (ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the fi nancial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the fi nancial 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, associates or joint ventures, as applicable. (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures, as applicable. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company. (x) (a) The Company has not raised any money during the year by way of initial public offer/further public offer (including debt instruments) and hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares/fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been fi led by cost auditor/secretarial auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone fi nancial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us. (xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company as defi ned in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current and in the immediately preceding fi nancial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the fi nancial ratios disclosed in Note 52 to the standalone fi nancial statements, ageing and expected dates of realization of fi nancial assets and payment of fi nancial liabilities, other information accompanying the fi nancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report 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 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) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specifi ed in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in Note 28.2 to the fi nancial statements.

(b) All amounts that are unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance of provisions of sub section (6) of section 135 of the said Act. This matter has been disclosed in Note 28.2 to the fi nancial statements.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number - 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352

UDIN: 24060352BKFTFI1561

Place of Signature: Kolkata

Date: May 7, 2024

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF GRAPHITE INDIA LIMITED

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 fi nancial controls with reference to standalone fi nancial statements of Graphite India Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone fi nancial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal fi nancial controls based on the internal control over fi nancial 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 fi nancial controls that were operating effectively for ensuring the orderly and effi cient 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 fi nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal fi nancial controls with reference to these standalone fi nancial statements 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") and the Standards on Auditing, as specifi ed under section 143(10) of the Act, to the extent applicable to an audit of internal fi nancial controls, both issued by ICAI. 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 fi nancial controls with reference to these standalone fi nancial statements 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 fi nancial controls with reference to these standalone fi nancial statements and their operating effectiveness. Our audit of internal fi nancial controls with reference to standalone

fi nancial statements included obtaining an understanding of internal fi nancial controls with reference to these standalone fi nancial statements, 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 fi nancial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the Companys internal fi nancial controls with reference to these standalone fi nancial statements.

Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements

A companys internal fi nancial controls with reference to standalone fi nancial statements is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal fi nancial controls with reference to standalone fi nancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial 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 fi nancial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal fi nancial controls with reference to standalone fi nancial statements, 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 fi nancial controls with reference to standalone fi nancial statements to future periods are subject to the risk that the internal fi nancial control with reference to standalone fi nancial statements 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, the Company has, in all material respects, adequate internal fi nancial controls with reference to standalone fi nancial statements and such internal fi nancial controls with reference to standalone fi nancial statements were operating effectively as at March 31, 2024, based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number - 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352

UDIN: 24060352BKFTFI1561

Place of Signature: Kolkata

Date: May 7, 2024