To the Members of KESORAM INDUSTRIES LIMITED Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements of Kesoram Industries Limited (the Company), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. 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 (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
4. Key audit matter are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5. We have determined the matter described below to be the key audit matter to be communicated in our report.
| Key audit matters | How our audit addressed the key audit matters |
| Impairment assessment of investments in and recoverability of loans given to wholly owned subsidiary (Cygnet Industries Limited) | Our audit procedures relating to impairment assessment of investment in and loans given to the subsidiary included, but were not limited to, the following: |
| As detailed in Note 6 and 8 to the standalone financial statements, the Companys investment in its wholly owned subsidiary, Cygnet Industries Limited (the subsidiary), amounts to INR Nil, net of provisions for impairment of INR 10100 lakhs and as detailed in Note 8 to the standalone financial statements, loans given to the subsidiary amount to INR 19464.99 lakhs as at 31 March 2026. | - Obtained an understanding of the managements process and controls relating to identification of impairment indicators and assessment of recoverability of investment and loans given to the subsidiary and tested the design and operating effectiveness of such controls. |
| The subsidiary has been incurring recurring losses in recent years which has been identified as impairment indicator for the investment in accordance with the principles of Ind AS 36 - Impairment of Assets (Ind AS 36), and potential significant increase in credit risk for the loans in accordance with Ind AS 109 - Financial Instruments (Ind AS 109). | - Assessed appropriateness of the accounting policy adopted by the management in accordance with the requirements of Ind AS 36 and Ind AS 109. |
| - Verified the mathematical accuracy of the impairment assessment computation performed by the management. | |
| The management has performed a detailed impairment assessment of the said investment carrying amount as required under Ind AS 36, by comparing such carrying amount to the recoverable amount, which has been determined by carrying out a valuation of underlying net assets of the subsidiary with the assistance of an independent external valuation expert using Depreciated Replacement Cost (DRC) method for valuation of Plant and Machinery and the Prevailing Market Rate / Price Trend approach for valuation of Land and Buildings. Such valuation exercise required the management to make significant estimates and judgments, particularly in determining remaining useful life, replacement cost and prevailing market rates estimation, etc. | - Assessed the competence and objectivity of the external valuation expert engaged by the management for performing fair valuation of the net assets of the subsidiary. |
| - Involved auditors valuation specialists to perform an independent assessment of the appropriateness of valuation methodologies used for fair valuing the underlying net assets. | |
| The management has also performed a detailed Expected Credit Loss (ECL) assessment as required under Ind AS 109, including considering the financial support letter received by the subsidiary from a proposed investor, which is expected to support recoverability of loans given to the subsidiary. | - Tested the completeness and accuracy of the underlying data used and evaluated the reasonableness of key estimates and judgements involved in the valuation exercise, including remaining useful life of assets, replacement cost and prevailing market rates estimation relating to Plant and Machinery and Land and Buildings, basis supporting corroborative evidence and our understanding of the business, and prevailing and expected market and economic conditions. |
| Based on the aforesaid assessment, the Company has recognised, during the current year, an impairment loss amounting to INR 10100 lakhs against its investment and an expected credit loss on loans amounting to INR 5519.32 lakhs recoverable from the subsidiary as at 31 March 2026. | - Understood managements plans relating to recoverability of loans from the subsidiary and evaluated appropriateness of managements assessment of probability of default and loss given default to estimate expected credit loss in accordance with Ind AS 109. Inspected the financial support letter provided by the proposed investor to the subsidiary company to meet all its financial liabilities as they fall due. |
| Considering the materiality of the balances, the degree of management judgement and inherent estimation uncertainty involved in the valuation exercise, and the significant audit effort required, the matter considered to be a Key Audit Matter for the current year audit. | - Assessed the adequacy and appropriateness of disclosures made in the standalone financial statements in accordance with the requirements of applicable accounting standards. |
Information other than the Standalone Financial Statements
and Auditors Report thereon
6. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Directors Report, but does not include the standalone financial statements and our auditors report thereon. The Directors Report, 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Directors Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone
Financial Statements
10. 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- Obtain an understanding of internal 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 financial controls with reference to financial statements in place and the operating effectiveness of such controls;
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
- Conclude on the appropriateness of Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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; and
- 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.
12. 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.
13. 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.
14. 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 period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
17. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
c) The standalone financial statements dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; 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, as detailed in note 27 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2026;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2026;
iii. The following delays were noted in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2026;
| Amount (Rs. in Lakhs) | Due Date | Date of Payment |
| 2.00 | Multiple dates | Not yet paid |
iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 40 (iv) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
For Walker Chandiok & Co LLP
Chartered Accountants
Firms Registration No.: 001076N/N500013
Place: Kolkata Date: 27 May 2026
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 40 (v) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (the Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2026.
vi. As stated in note 34 to the standalone financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2025, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention where such feature is enabled.
Dhiraj Kumar
Partner
Membership No.: 060466 UDIN : 26060466JDNWEV3197
Annexure A referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Kesoram Industries Limited on the Standalone Financial Statements for the year ended 31 March 2026
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 report 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 does not have any intangible assets and accordingly, reporting under clause 3(i)(a)(B) of the Order is not applicable to the Company.
(b) The property, plant and equipment have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification programme adopted by the Company, is reasonable having regard to the size of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in Note 3 to the standalone financial statements, are held in the name of the Company.
(d) The Company has not revalued its property, plant and equipment during the year. Further, the Company does not hold any intangible assets.
(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder.
(ii) (a) The Company does not hold any inventory. Accordingly, reporting under clause 3(ii)(a) of the Order is not applicable to the Company.
(b) The Company has not been sanctioned working capital limits by banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable to the Company.
(iii) (a) The Company has provided loans to subsidiary and other during the year as per details given below:
| Particulars | Loans |
| Aggregate amount provided/granted during the year (INR in lakhs): | |
| - Subsidiary | 3615.13 |
| - Other | 324.89 |
| Balance outstanding as at balance sheet date (INR in lakhs): | |
| - Subsidiary | 19464.99 |
| - Other | 324.89 |
(b) In our opinion, and according to the information and explanations given to us, the terms and conditions of the grant of all loans and advances in the nature of loans provided are, prima facie, not prejudicial to the interest of the Company.
(c) The Company has granted loans to a subsidiary and to Kesoram Textile Mills Limited (KTML), both of which are repayable on demand. During the year, the Company has neither demanded repayment of the principal nor demanded/ received interest on the loan granted to the subsidiary. In respect of the loan granted to KTML, the Company has not demanded repayment of the principal during the year.
(d) In respect of loans granted, since the Company has granted loan which is repayable on demand and during the year the Company has not demanded such loan, there is no amount overdue for more than 90 days as at the balance sheet date.
(e) No loans granted by the Company became due for repayment during the year, as they are repayable on demand and no demand for repayment was made. Further, in respect of the loan granted to the subsidiary, the Company has not demanded interest during the year. Interest on the loan granted to KTML has been charged in accordance with the terms of the loan.
(f) The Company has granted loans which are repayable on demand, as per details below:
| Particulars | All Parties | Related Parties |
| Aggregate of loans/advances in nature of loan | ||
| - Repayable on demand (INR in Lakhs) (A) | 19789.88 | 19464.99 |
| - Agreement does not specify any terms or period of repayment (B) | - | - |
| Total (A+B) | ||
| Percentage of loans/advances in nature of loan to the total loans | 100% | 98.36% |
(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act in respect of loans and investments made and guarantees and security provided by it, as applicable. Further, the Company has not entered into any transaction covered under section 185 of the Act.
(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.
(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of Companys products/ services / business activities. Accordingly, reporting under clause 3(vi) of the Order is not applicable.
(vii) (a) In our opinion and according to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
| Name of the statute | Nature ofdues | Gross Amount (Rs.) (in Lakhs) | Amount paid under Protest (Rs.) (in Lakhs) | Period to which the amount relates | Forum where dispute is pending |
| Central Excise Act, 1944 | Central Excise | 11.42 | - | 2005-06 to 2009-10 | Additional Commissioner |
| Andhra Pradesh General Sales Tax Act, 1957 | Sales Tax | 12.44 | 1.56 | 2003-04 | Tribunal |
| Bombay Sales Tax Act | Sales Tax | 36.94 | 5.00 | 2003- 04 and 2004- 05 | Deputy Commissioner of Sales Tax (Appeals), Amravati Division |
| Central Excise Act, 1944 | Central Excise | 313.03 | 58.95 | 1974-75 to 1997- 98, 1998- 2004 and 2005-06 to 2011-12 | CESTAT |
| Name of the statute | Nature ofdues | Gross Amount (in Lakhs) | Amount paid under Protest (Rs.) (in Lakhs) | Period to which the amount relates | Forum where dispute is pending |
| Central Excise Act, 1944 | Central Excise | 53.17 | 2.79 | 2002-07 | Commissioner |
| Central Excise Act, 1944 | Central Excise | 2.65 | 2002-03 | Superintendent of Central Excise | |
| Central Excise Act, 1944 | Central Excise | 1.72 | - | 1994-95 | High Court |
| Central Excise Act, 1944 | Central Excise | 15.79 | 2005 | Assistant Commissioner of Central Excise | |
| Central Excise Act, 1944 | Central Excise | 3.47 | 2004-05 | Deputy Commissioner of Central Excise | |
| Income Tax Act, 1961 | IT matters under - dispute | 1033.66 | 2018-19 | CIT (Appeals) | |
| Income Tax Act, 1961 | IT matters under - dispute | 76.16 | 2022-23 | CIT (Appeals) | |
| Income Tax Act, 1961 | IT matters underdispute | 602.74 | 2023-24 | Assessing Officer | |
| Investor Education and Protection Fund | Unpaid Dividend | 2.00 | - | 1995-2013 | IEPF Authority |
(viii) According to the information and explanations given to us, we report that no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.
(ix) According to the information and explanations given to us, we report that the Company does not have any loans or other borrowings from any lender. Accordingly, reporting under clause 3(ix) of the Order is not applicable to the Company.
(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(b) 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 not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no fraud on the Company has been noticed or reported during the period covered by our audit.
(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of section 143 of the Act has been filed by the auditors in Form ADT- 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit.
(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.
(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.
(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.
(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.
(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.
(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.
(xvii) The Company has incurred cash losses in the current financial year and in the immediately preceding financial years amounting to INR 1251.82 lakhs and INR 915.98 lakhs respectively.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts 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) According to the information and explanations given to us, the Company has met the criteria as specified under subsection (1) of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, however, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.
(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.
| For Walker Chandiok & Co LLP | Dhiraj Kumar |
| Chartered Accountants | Partner |
| Firms Registration No.: 001076N/N500013 | Membership No.: 060466 |
| UDIN : 26060466JDNWEV3197 | |
| Place: Kolkata | |
| Date: 27 May 2026 |
Annexure B
Independent Auditors Report on the internal financial controls with reference to the Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
1. In conjunction with our audit of the standalone financial statements of Kesoram Industries Limited (the Company) as at and for the year ended 31 March 2026, we have audited the internal financial controls with reference to financial statements of the Company as at that date.
Responsibilities of Management and Those Charged with Governance for Internal Financial Controls
2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on internal financial controls with reference to Standalone Financial Statements 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 financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys 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 Act.
Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements
3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (ICAI) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the 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 financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, 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 financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements .
Meaning of Internal Financial Controls with Reference to Financial Statements
6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements
7. Because of the inherent limitations of internal financial controls with reference to financial 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 financial controls with reference to
financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2026, based on the internal financial controls with reference to Standalone Financial Statements 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).
For Walker Chandiok & Co LLP
Chartered Accountants
Firms Registration No.: 001076N/N500013
Dhiraj Kumar
Partner
Membership No.: 060466 UDIN : 26060466JDNWEV3197
Place: Kolkata Date: 27 May 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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