Kanoria Chemicals & Industries Ltd Auditor Reports

To the Members of

KANORIA CHEMICALS & INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone nancial statements of M/S. KANORIA CHEMICALS & INDUSTRIES LIMITED (“the Company”), which comprises the Balance Sheet as at March 31, 2024, the Statement of Pro t & Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone nancial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone nancial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial 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, 2024 and its loss and other comprehensive income, changes in equity and its cash ows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) speci ed under section 143(10) of the Companies Act, 2013. 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 nancial statements under the provisions of the Act and the Rules there under, and we have ful lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our opinion on the standalone nancial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the standalone nancial statements for the nancial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone nancial 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 matter described below to be the key audit matter to be communicated in our report:

Sl. No. Key Audit Matter	Auditors Response
1 Investment in Subsidiaries	Besides obtaining an understanding of managements process and controls with regard to testing the investment for impairment, our audit procedures comprised, amongst others:
The company carries its investments in two foreign subsidiaries at cost, adjusted for impairment if any. At 31 March 2024, total investments amounted to Rs. 1938.81 million, the amount is signi cant to the nancial statements. Moreover, the testing of impairment exercise involves the use of estimates and judgments.	We have assessed the valuation methodology used by management and the requirements in Ind AS and tested the inputs used
The identi cation of impairment events and the determination of an impairment charge also require the application of signi cant judgments by management, in particular with respect to the timing, quantity and estimation of future cash ows. In view of the signi cance of the investments and the above, we consider investment valuation/impairment to be a signi cant key audit matter.	Our audit response also consisted of analysing the possible indications of impairment and discussed them with management.
	We have discussed the forecasted results of the investments with management and also reviewed the substantiation of the forecasts based on historical information.
	We have reviewed the market value of assets provided by the management based upon prevalent market conditions and evidences of the market value of the assets.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include standalone nancial statements, and our auditors report thereon.

Our opinion on the standalone 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 nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone nancial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE 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 nancial statements that give a true and fair view of the nancial position, nancial performance including other comprehensive income, cash 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) speci ed under section 133 of the Act read with the relevant rules, 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 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 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 nancial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys nancial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone 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 in uence the economic decisions of users taken on the basis of these standalone nancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: a. Identify and assess the risks of material misstatement of the standalone nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf 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. b. 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 nancial controls system in place and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. 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 signi 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 standalone 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.

e. Evaluate the overall presentation, structure and content of the standalone nancial statements, including the disclosures, and whether the standalone nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the nancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the nancial statements may be in uenced. 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 identi ed misstatements in the nancial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi cant audit ndings, including any signi cant de 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 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 signi cance in the audit of the standalone nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure of 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 interests 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 A” a statement on the matters speci ed in paragraphs 3 and 4 of the Order..

2) 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 are necessary for the purpose 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, Statement of Pro t & Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d). In our opinion, the aforesaid standalone nancial statements comply with the Indian Accounting Standards speci ed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

e). On the basis of written representations received from the Directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act.

f). With respect to the adequacy of the internal nancial controls with reference to the standalone nancial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g). In our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act; and

h). With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations as at March 31, 2024 on its nancial position in its Standalone nancial statements - Refer Note No. 32 to the Standalone 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, except for Rs. 1.68 million which is held in abeyance due to pending legal cases.

iv) a. The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to accounts, during the year 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 persons or entities, 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 identi ed in any manner whatsoever by or on behalf of the Company (Ultimate bene ciaries) or provide any guarantee, security or the like on behalf of the ultimate bene ciaries (Refer Note 52 to the standalone nancial statements).

b. The management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, during the year no funds have been received by the Company from any persons or entities, 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 identi ed in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Bene ciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries (Refer Note 53 to the standalone nancial statements).

c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph (2) (h) (iv) (a) & (b) above, contain any material mis-statement.

v) The Company has not declared any dividend in previous nancial year which has been paid in current year. Further, no dividend has been declared in current year. Accordingly, the provision of section 123 of the Act is not applicable to the company.

vi) Based on our examination, which included test checks, the Company has used accounting software and payroll application for maintaining its books of account for the nancial year ended March 31, 2024 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/application. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

	For Singhi & Co.
	Chartered Accountants
	Firm Registration No. 302049E
	Rajiv Singhi
	Partner
Place: Kolkata	Membership No.: 053518
Dated: 28 day of May, 2024	UDIN: 24053518BKGXUN8830

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Kanoria Chemicals &

Industries Limited of even date)

i. In respect of the Companys xed assets: a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant & equipment. (B) The company has maintained proper records showing full particulars of intangible assets. b) The management has physically veri ed the property, plant and equipment of the Company in a phased manner to cover the entire block of assets over a period of three years, which is reasonable having regard to the size of the Company and nature of its assets and no material discrepancies were noticed on such veri cation. c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, 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) as disclosed in the standalone nancial statements are held in the name of the Company as at the balance sheet date. d) The company has not revalued any of its property, plant and equipment (including Right of Use assets) or intangible asset during the year.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated during the year or are pending as at 31 March, 2024 against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 (as amended in 2016) and rules made thereunder. ii. (a) The inventories have been physically veri ed during the year by the management. For stocks lying with the third parties at the year end, written con rmations have been obtained. In our opinion, the frequency of veri cation is reasonable and procedures & coverage as followed by the management were appropriate. The discrepancies noticed on veri cation between the physical stock and the book stock for each class of inventory, wherever ascertained were not more than 10%.

(b) During the year, the company has been sanctioned working capital limits in excess of Rs. ve crores in aggregate from banks during the year on the basis of security of current asset of the Company. The quarterly returns/statements led by the company with such banks are in agreement with the books of accounts other than those as set out below (Refer note no. 46 to the standalone nancial statements):

Name of the Banks	Quarter Ended	Particulars of security provided	Amount as per Books of Accounts (Rs. in million)	Amount as per Quarterly Statements (Rs. in million)	Differences (Rs. in million)	Reasons for material differences
	June, 2023	Inventories and Debtors less Creditors	721.35	820.46	99.11
Axis Bank, HDFC Bank and Yes Bank	September, 2023	Inventories and Debtors less Creditors	675.55	785.41	109.86	Primarily inclusion of certain liabilities not forming part of creditors for goods and debtors more than 90 days.
	December, 2023	Inventories and Debtors less Creditors	734.08	835.25	101.17td>
	March, 2024	Inventories and Debtors less Creditors	532.22	636.64	104.42

iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year the Company has made investments and granted loans but not provided any guarantee or security or advances in the nature of loans, secured or unsecured, to companies, rms, limited liability partnerships or any other parties. a. During the year, the Company has granted loans to its wholly owned foreign subsidiary (Kanoria Africa Textiles Private Limited Company) amounting to Rs. 302.49 million and the total outstanding balance of loan given to the said subsidiary as on 31.03.2024 aggregating to Rs. 762.63 million. Moreover, during the year, the company has not provided advances in the nature of loans, stood guarantee or provided security to companies, rms, Limited Liability Partnerships or any other parties. b. According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made and the terms and conditions of the loans granted during the year, prima facie are not prejudicial to the interest of the Company. The Company has not provided any guarantee or security or advances in the nature of loan during the year. c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has been stipulated and the receipts have been regular except the followings:

Name of the Entity	Amount (Rs. in million)	Due date	Date of Payment	Extent of Delay (days)	Remarks, if any
APAG Holding AG (subsidiary)	83.35	07.07.2023	Not paid till the date of Audit Report	269	Delay in Loan repayment
APAG Holding AG (subsidiary)	45.05	01.03.2024	Not paid till the date of Audit Report	31	Delay in Loan repayment
APAG Holding AG (subsidiary)	44.43	01.09.2023	10.11.2023	71	Delay in Loan repayment
APAG Holding AG (subsidiary)	90.10	31.03.2024	Not paid till the date of Audit Report	1	Delay in Loan repayment
APAG Holding AG (subsidiary)	19.98	30.04.2023	Not paid till the date of Audit Report	337	Delay on Interest payment for the FY 2022-23 on the loan given to the said subsidiary

d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount during the year for more than ninety days in respect of loans given other than overdue of Rs. 103.33 million as reported in clause (iii)(c) above. As represented by the management, the company is taking reasonable steps to recover the aforesaid amount. e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties. f. According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

iv. 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 complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees & securities provided, as applicable.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of section 73 to 76 of the Act and the Rules framed there under to the extent noti ed.

vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Act, for the Company. We have broadly reviewed such accounts and records and are of the opinion that prime facie, the prescribed accounts & records have been made & maintained but no detailed examination of such records and accounts have been carried out by us.

vii. According to the information and explanations given to us and on the basis of our examination of the books of account:

a) The Company has been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, duty of customs, goods & service tax, cess and other statutory dues during the year with the appropriate authorities. No undisputed statutory dues as above were outstanding as at March 31, 2024 for a period of more than six months from the date they became payable.

b) The details of disputed dues of income tax, sales tax, duty of customs, duty of excise, value added tax or goods and service tax or any other statutory dues which have not been deposited and the forum where the dispute was pending as on March 31, 2024 are as under:

Name of the statute	Nature of the Dues	Amount (Rs. in millions)	Period to which the amount relates	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax	90.61	AY 2016-17, AY 18-19 & AY 2022-23	Commissioner Income Tax (Appeals), Kolkata
The Indian Stamp Act, 1899	Stamp Duty	4.06	2011-12	Rajasthan High Court
The Finance Act, 1994	Service Tax	0.40	2016-17	The Customs Excise and Service Tax Appellant Tribunal, Vadodara
The Customs Act, 1962	Custom Duty	7.65	2019-20 & 2020-21	Gujarat High Court, Ahmedabad

viii. According to the information and explanations given to us, Company has not surrendered or disclosed any transactions, previously unrecorded in the books of accounts, as income during the year in the tax assessments under the Income Tax Act, 1961. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the

ix. (a) According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

(b) According to the information and explanations given to us and the records of the Company examined by us including representation received from the management, the Company has not been declared wilful defaulter by any bank, nancial institution or other lender.

(c) According to the information and explanations given to us and the records of the Company examined by us, Term Loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overall examination of the nancial statements of the Company, prima facie, no funds raised on short-term basis have been used for long-term purpose by the Company.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the company.

(f) According to the information and explanations given to us and the records of the Company examined by us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries. Accordingly, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the company.

x. (a) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instrument). Accordingly reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations give 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 or optionally convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable to the Company

xi. (a) 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 sub-section (12) of section 143 of the Companies Act has been led in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) According to the information and explanations and representations made by the management, no whistle-blower complaints have been received during the year (and up to date of report) by the company.

xii. The Company is not a Nidhi Company. Accordingly, clause 3(xii)(a) to 3(xii)(c) of the Order is not applicable to the company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone 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 has been considered by us.

xv. According to the information and explanations give to us and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him and hence requirement to report on clause 3(xv) of the Order is not applicable on 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 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a valid Certi cate of Registration (CoR)

from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as de 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) Management has represented that, to the best of its knowledge and belief, there is no core investment company within the Group (as de ned in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. In our opinion and according to the information and explanations provided to us, the Company has not incurred cash losses in the current nancial year and in the immediately preceding nancial year. xviii. There has been no resignation of the statutory auditors during the year. Accordingly, provisions of clause 3(xviii) of the Order is not applicable to the Company. xix. According to the information and explanations given to us and on the basis of the nancial ratios, ageing and expected dates of realization of nancial assets and payment of nancial liabilities, other information accompanying the 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) According to the records of the Company examined by us and the information and explanation given to us, the company has no unspent amount in respect of other than ongoing projects, accordingly, clause 3(xx)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and based on our examination of the records of the Company, there is no unspent amount under section 135(5) of the Companies Act, pursuant to ongoing projects at the balance sheet date, accordingly, clause 3(xx)(b) of the Order is not applicable.

	For Singhi & Co.
	Chartered Accountants
	Firm Registration No. 302049E
	Rajiv Singhi
	Partner
Place: Kolkata	Membership No.: 053518
Dated: 28 day of May, 2024	UDIN: 24053518BKGXUN8830

ANNEXURE B

TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Kanoria Chemicals

& Industries Limited of even date)

Report on the Internal Financial Controls with reference to the standalone financial statement under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal nancial controls with reference to the standalone nancial statement of Kanoria Chemicals & Industries Limited (“the Company”) as of March 31, 2024 in conjunction with our audit of the standalone nancial statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Board of Directors of the company is responsible for establishing and maintaining internal nancial controls based on the internal nancial control over 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 (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating effectively for ensuring the orderly and ef cient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal nancial controls with reference to the standalone nancial statement based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal nancial 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 nancial controls with reference to the standalone nancial statement 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 nancial controls with reference to the standalone nancial statement and their operating effectiveness. Our audit of internal nancial controls with reference to the standalone nancial statement included obtaining an understanding of internal nancial controls with reference to the standalone nancial statement, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls with reference to the standalone nancial statement.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENT

A companys internal nancial control with reference to the standalone nancial statement is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of standalone nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control with reference to the standalone nancial statement includes those policies and procedures that- (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re 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 standalone nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (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 standalone nancial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENT

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

	For Singhi & Co.
	Chartered Accountants
	Firm Registration No. 302049E
	Rajiv Singhi
	Partner
Place: Kolkata	Membership No.: 053518
Dated: 28 day of May, 2024	UDIN: 24053518BKGXUN8830