Pidilite Industries Ltd Auditor Reports

TO THE MEMBERS OF PIDILITE INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of Pidilite Industries Limited (the "Company"), which comprise the standalone balance sheet as at 31st March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended 31st March 2024, and notes to the standalone financial statements, including material accounting policies and other explanatory information, which includes financial information of five branches in Egypt, Sri Lanka, Bangladesh, Dubai and Tanzania (hereafter referred as "Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 31st March 2024, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.

Our responsibilities under those SAs are further described in the Auditor?s 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 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 on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current 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.

Impairment assessment of Consumer and Bazaar Cash Generating Unit (C&B CGU)
See Note 6 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The C&B CGU includes 1,127.23 crores of goodwill and 1,314.39 crores of indefinite life intangible assets (Trademark and Copyrights) which together represents 22% of total assets of the Company as at 31st March 2024.	Our audit procedures included:
	a) Understanding the process followed by the Company in respect of the annual impairment analysis for C&B CGU.
The recoverable value of the C&B CGU which is based on the value in use model, has been derived from discounted cash flow model. This model requires the Company to make significant assumptions such as discount rate, estimated near and long-term growth rate, estimated revenue growth rate and estimated operating margins which involves inherent uncertainty since they are based on future business prospects and economic outlook.	b) Evaluating the design and implementation and testing of operating effectiveness of key internal controls related to the Company?s process relating to annual impairment analysis and determination of discount rate, near and long-term growth rate, revenue growth rate and estimated operating margins.
	c) Challenging the rationality of the assumptions, particularly estimated near and long-term growth rate, revenue growth rate and operating margins based on our knowledge o t of the Company and market.
	Assessing historical accuracy by comparing past forecasts to actual results achieved.
Due to the significance of above assets in context of the standalone financial statements and sensitivity of discount rate, near and long-term growth rate and revenue growth rate assumptions where a minor change could have a significant impact on the recoverable value, we have considered the impairment assessment of C&B CGU to be a key audit matter.	d) Involving the valuation professionals with specialised skills and knowledge to assist in evaluating the impairment model and assumptions used (including discount rate, near and long-term growth rate and revenue growth rate applied by the Company. These assumptions were challenged by comparing it to a range of rates from publicly available industry indices and industry data for comparable entities). Applying additional sensitivities to assess the rationality of the above key assumptions.
	e) Testing data used to develop the estimate for completeness and accuracy.
	f) Performing a sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively to the recoverable value.
	g) Evaluating the adequacy of the Company?s disclosures in the standalone financial statements in respect of its impairment testing.
Impairment of Investment in subsidiaries
See Note 7 to standalone financial statements
The Company has significant investments in subsidiaries. The carrying amount of the investments in subsidiaries held at cost less impairment as at 31st March 2024 is 988.68 crores, net of impairment of 71.29 crores.	Our audit procedures included:
	a) We have evaluated the design and implementation and tested the operating effectiveness of key controls placed around the impairment assessment process of the recoverability of the investments made, including the estimation of future cash flows forecasts, the process by which they were produced and discount rates used.
The Company has investments in subsidiaries which are considered to be associated with significant risk in respect of valuation of such investments. Changes in business environment could also have a significant impact on the valuation of these investments. These investments are carried at cost less any accumulated impairment losses.	b) We have examined the key controls in place for making investments in subsidiaries and evidenced the Board of Directors approval obtained.
	c) We assessed the net worth of subsidiaries on the basis of latest available financial statements.
	d) We focused on the sensitivity in the difference between the estimated value and book values of the subsidiaries, where change in assumptions could cause the carrying amount to exceed its estimated present value. Further, we have:
The investments are examined for impairment at each reporting date. These investments are unquoted and hence it is difficult realisable amount of these investments.	- Compared the carrying amount of investments with the relevant subsidiaries balance sheet to identify their net assets, being an approximation of their minimum recoverable amount. Where the net assets are in excess of their carrying amount, we also assessed that those subsidiaries have historically been profit- making.
The Company performs an annual assessment of it investments in subsidiaries, to identify any indicators of impairment. The recoverable amount of these investments which is based on the higher of the value in use or fair value less costs to sell, has been derived from discounted forecast cash flow models.	- For the investments where the carrying amount exceeded the net asset value, comparing the carrying amount of the investment with the expected value of the business based discounted cash flow analysis.
These models use several key assumptions, concerning estimates of revenue growth, near and long-term growth rate, operating margins and the discount rate.	e) We focused on key assumptions such as estimated revenue growth, near and long-term growth rate, and operating margins. We also assessed the historical accuracy of Company?s estimates.
The Company?s assessment of the remaining ‘value in use? is judgmental because it is based on forecast results and uncertain outcomes. Further, determining these estimates may be subject to a degree of management bias.	f) We challenged and assessed the work performed by management?s external valuation expert, including the valuation methodology and the key assumptions used. We also assessed the competence, capabilities and objectivity of the expert used by the management in the process of evaluating impairment models.
	g) Involved our internal valuation specialist, where appropriate, to evaluate the reasonability of the methodology, approach and assumptions used in the valuation carried out for determining the carrying amount of investments.
	h) We checked that the disclosures made in the Company?s standalone financial statements in respect of the investment in the subsidiaries are adequate.
Revenue Recognition - Variable Considerations
See Note 31 to standalone financial statements
Revenue is measured net of any trade discounts and schemes to customers ("variable consideration"). Certain variable consideration for goods sold during the year are only finalised when the precise amounts are known, and revenue therefore includes an estimate of variable consideration.	Our audit procedures included:
	a) Understanding the process followed by the Company to determine the amount of accrual for variable consideration.
	b) Evaluating on sample basis, the design and implementation and testing of operating effectiveness of Company?s general IT controls and key manual controls for scheme computations, scheme payments/ settlements and Company?s examination over the scheme accruals.
The variable consideration represents the portion of discounts and schemes which are not directly deducted on the invoice and involves estimation by the Company in recognition and measurement of such discounts and schemes.	c) Performing substantive testing by selecting samples, using statistical sampling approach, of variable consideration transactions recorded during the year and as at period end accruals to reconcile the parameters used in the computation with the relevant source documents.
In addition, the value and timing of promotions for products varies from period to period, and the activity can span beyond the year end. The unsettled portion of the variable consideration results in discounts and schemes due to customers as at year end.	d) Examining historical scheme accrual together with our understanding of current year developments to form an expectation of the scheme accrual as at year end. Comparing this expectation against the actual scheme accrual, completing further inquiries and obtaining underlying documentation, on a sample basis.
Therefore, there is a risk of revenue being overstated due to fraud through estimation of variable consideration accruals recognised, resulting from pressure the Company may feel to achieve performance targets at the year end.	Further, we have also performed retrospective examination to evaluate the precision with which Company makes estimates.
	e) Ensuring completeness of scheme accrual by checking subsequent settlement (i.e. payments and credit notes) made after year end which affect Financial Year 2023-24 and accuracy of the data used by the Company for scheme accruals using debit notes received from customers.
We identified the evaluation of accrual for variable consideration as a key audit matter.	f) Testing actualisation of estimated scheme accruals using statistical sampling approach.
	g) Testing a selection of discount and scheme accruals recorded after 31st March 2024 and assessing accrual in correct period.
	h) Testing a selection of payments made after 31st March 2024 and where relevant, comparing the payment to the related scheme accrual.
	i) Examination of journal entries posted to revenue, on a sample basis using statistical sampling approach, to identify unusual items and examined the underlying documentation.

Other Information

The Company?s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor?s report thereon. The annual report is expected to be made available to us after the date of this auditor?s 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 annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Managements and Board of Directors Responsibilities for the Standalone Financial Statements

The Company?s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company?s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company?s financial reporting process.

Auditor?s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor?s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal 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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company?s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor?s report to the related disclosures in the 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 auditor?s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor?s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter a. The standalone financial statements of the Company for the year ended 31st March 2023 were audited by the predecessor auditor who had expressed an unmodified opinion on 8th May 2023.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s 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.

2 A. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account. d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 1st April 2024 to 6th May 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as a director in terms of Section 164(2) of the Act. f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

Rs g With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a. The Company has disclosed the impact of pending litigations as at 31st March 2024 on its financial position in its standalone financial statements - refer Note 40 to the standalone financial statements. b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

refer note 25 to the standalone financial statements. d (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 54(a) to the standalone financial 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 directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 55(h) to the standalone financial 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 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the 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 (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

Rs e. The final 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 21 to the standalone financial statements, the Board of Directors of the Company have proposed final 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. f. Based on our examination which included test checks and in accordance with requirements of the Implementation Guide on Reporting on

Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares: i. In the absence of an independent auditor?s report in relation to controls at service organisation for accounting software used for maintaining the books of account relating to scheme master, which is operated by third-party software service provider, we are unable to comment whether audit trail feature at the database level of the said software was enabled to log any direct data changes and operated throughout the year for all relevant transactions recorded in the software. ii. In the absence of sufficient and appropriate reporting on compliance with the audit trail requirements in the independent auditor?s report of a service organization for an accounting software used for consolidation, we are unable to comment whether audit trail feature for the said software was enabled and operated through out the year for all relevant transactions recorded in the software.

Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with during the course of our audit.

C. With respect to the matter to be included in the Auditor?s Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm?s Registration No.:101248W/W-100022

Sudhir Soni

(Partner)

Membership No.: 041870 ICAI UDIN:24041870BKGDKQ3799

Place: Mumbai

Date: 7th May 2024

A N N E X U R E A T O T H E I N D E P E N D E N T A U D I T O R ? S R E P O R T

ON THE STANDALONE FINANCIAL STATEMENTS OF PIDILITE INDUSTRIES LIMITED

FOR THE YEAR ENDED 31ST MARCH 2024

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements? section of our report of even date)

(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 intangible assets. (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 a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company, except for the leasehold land situated in Maharashtra having a gross carrying value of Rs 0.55 crores held in the name of CIPY Polyurethanes Private Limited for the period of two years. The title deed is in the name of erstwhile company that was amalgamated with the Company pursuant to Scheme of amalgamation sanctioned by the Hon?ble National

Company Law Tribunal, Mumbai on 23rd March 2022.

The title deed is not held in the name of promoter, director, or their relative or employee.

(d) 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 revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both 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 or 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, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. For stocks lying with third parties at the year-end, written confirmations have been obtained and for goods-in-transit subsequent evidence of receipts has been linked with inventory records. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than

10% in the aggregate of each class of inventory

(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 been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.

(iii) 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 provided any security or granted any advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnership, or any other parties during the year. The Company has made investments in companies and other parties (mutual funds) and provided guarantees to companies, granted interest bearing secured loans to companies and interest free unsecured loans to other parties (employees) in respect of which the requisite information is as below. The Company has not made any investments in or granted any loans to firms and limited liability partnership during the year. The Company has not provided any guarantees to firms, limited liability partnership or any other parties during the year. (a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans or stood guarantee to subsidiaries, associate of a subsidiary and any other parties (employees) as below:

( in crores)

Particulars	Guarantees	Loans
A. Aggregate amount during the year
- Subsidiaries*	-	-
- Associate of a Subsidiary*	-	7.50
- Others (employees)	-	8.69
B. Balance outstanding as at balance
sheet date
- Subsidiaries*#	189.37	0.33
- Associate of a Subsidiary*	-	9.66
- Others (employees)	-	11.53

* As per the Companies Act, 2013

# Includes loan of 0.33 crores which is fully provided

(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, guarantees provided and the terms and conditions of the grant of secured and unsecured loans are prima facie, not prejudicial to the interest of the Company.

(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 interest bearing secured loans given, in our opinion the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular. In the case of interest free unsecured loans given to other parties (employees), in our opinion the repayment of principal has been stipulated and the repayments or receipts have been regular. Further, the Company has not given any advance in the nature of loan to any party during the year.

(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 for more than ninety days in respect of loans given. Further, the Company has not given any advances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and on the basis of our examinati on 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 overdues of existing loans given to 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, in our opinion 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 except for the following loans to its related party as defined in Clause

(76) of Section 2 of the Companies Act, 2013

("the Act").

( in crores)

Particulars	All parties	Promoters	Related
			Parties
Aggregate of loans
- Repayable on demand (A)	0.33	-	0.33
- Agreement does not specify any terms or period of Repayment (B)	-	-	-
Total (A+B)	0.33	-	0.33
Percentage of loans to	2%	-	2%
the total loans

(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 not provided any security as specified under Section 186 of the Companies Act, 2013 ("the Act"). In respect of the investments made, loans and guarantees given by the

Company, in our opinion the provisions of Section 185 and 186 of the Act have been complied with.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective

1st July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited with the appropriate authorities, though there have been slight delays in a few cases of professional tax and labour welfare fund.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employee State Insurance, Income Tax, Duty of Customs, Cess or other statutory dues were in arrears as at 31st March 2024 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Excise Duty, Custom Duty, Sales Tax, Service Tax, Goods and Service Tax, Income-tax and other statutory dues which have not been deposited on account of any dispute are as follows:

Name of the statute	Nature of the dues	Amount ( in crores)	Amount ( in crores)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	210.58	118.36	AY 2007-08 to AY 2014-15, AY 2016-17 to AY 2018-19, AY 2020-21 and AY 2021-22	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax (TDS)	37.20	-	AY 2013-14 to AY 2019-20	Commissioner of Income Tax (Appeals)
Customs Act, 1962	Custom Duty, (including Interest and penalty, if applicable)	0.38	-	2021-22	Appellate Authority upto Commissioners level
Central Excise Act, 1944	Excise duty (including Interest and penalty, if applicable)	2.55	0.21	2010-2011 to 2015-16	High Court of various states
Central Excise Act, 1944	Excise duty (including Interest and penalty, if applicable)	0.69	0.06	2007-08 to 2008-09, 2011-2012 to 2016-2017	Customs, Excise and Service Tax Appellate Tribunals of various states
Goods and Service Tax Act, 2017	Goods and Services tax (including interest and penalty, if applicable)	15.30	0.62	2017-18 to 2020-21, 2023-24	Appellate Authority upto Commissioners level of various states
Goods and Service Tax Act, 2017	Goods and Services tax (including interest and penalty, if applicable)	0.03	0.03	2017-18	Goods and Service Tax Appellate Tribunal
Service tax (Finance Act, 1994)	Service tax (including interest and penalty, if applicable)	12.06	0.34	2006-07 to 2011-12, 2012-13, 2013-14, 2015-16, 2016-17.	Customs, Excise and Service Tax Appellate Tribunals of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	6.36	4.05	2004-05, 2005-06, 2009-10 to 2015-16	Assessing Officer of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	0.30	0.04	2008-09	Commissioner - Appeals of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	22.52	6.29	2002-03, 2008-09 to 2017-18	Additional Commissioner - Appeals of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	0.80	0.43	1994-95, 2005-06 to 2012-13	Deputy Commissioner - Appeals of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	52.67	6.08	2002-03, 2009-10 to 2017-18	Joint Commissioner - Appeals of various states
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	0.62	0.02	2004-05	Revision Board
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	37.17	7.23	2001-02 to 2002-03, 2005-06 to 2006-07, 2009-10 to 2016-17	Tribunal
Central Sales Tax Act, 1956 and Local Sales Tax Act	Sales tax (including interest and penalty, if applicable)	9.49	2.31	2003-04, 2005-06 to 2010- 11, 2012-13 to 2014-15, August-2016	High Court of various states
Maharashtra Municipal Corporation Act, 1949	Local Body Tax	13.62	3.40	2015-16 to 2017-18	High Court

(viii) 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 surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the

Income Tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company did not have any loans or borrowings from any lender during the year. Accordingly, clause 3(ix)(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 been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us by the management, the Company did not raise any funds during the year. Accordingly, clause 3(ix)(d) of the Order is not applicable.

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and associates as defined under the Act.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries and associate companies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the

Order is not applicable.

(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 private placement of shares or fully or partly convertible debentures during the year under section

42 of the Act. In our opinion, in respect of preferential allotment of equity shares made during the year, the Company has duly complied with the requirements of Section 62 of the Act. The proceeds from issue of equity shares have been used for the purposes for which the funds were raised.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, 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 the Companies (Audit and Auditors) Rules, 2014 with the Central

Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, 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, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the

Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) The Company is not part of any group (as per the provisions of the Core Investment Companies

(Reserve Bank) Directions, 2016 as amended). Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

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

(xviii)There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(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, 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 the 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.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in annual report is expected to be made available to us after the date of this auditor?s report. (xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For B S R & Co. LLP

Chartered Accountants

Firm?s Registration No.:101248W/W-100022

Sudhir Soni

(Partner)

Membership No.: 041870 ICAI UDIN:24041870BKGDKQ3799

Place: Mumbai

Date: 7th May 2024

A N N E X U R E " B " T O T H E I N D E P E N D E N T A U D I T O R ? S R E P O R T

ON THE STANDALONE FINANCIAL STATEMENTS OF PIDILITE INDUSTRIES LIMITED

FOR THE YEAR ENDED 31ST MARCH 2024

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of

Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements? section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of Pidilite Industries Limited ("the

Company") as of 31st March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31st March 2024, based on the internal financial controls with reference to 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 issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Management?s and Board of Directors? Responsibilities for Internal Financial Controls

The Company?s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor?s Responsibility

Our responsibility is to express an opinion on the Company?s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on

Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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.

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 included obtaining an understanding of internal financial controls with reference to financial 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 auditor?s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company?s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

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

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.

For B S R & Co. LLP

Chartered Accountants

Firm?s Registration No.:101248W/W-100022

Sudhir Soni

(Partner)

Membership No.: 041870 ICAI UDIN:24041870BKGDKQ3799

Place: Mumbai

Date: 7^th May 2024