To
The Members of
Rite Zone Chemcon India Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Rite Zone Chemcon India
Limited
("the Company"), which comprise the Balance Sheet as at 31st
March, 2026, the Statement of Profit
and Loss and Cash Flow Statement for the year then ended and a summary of the significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us,
the aforesaid financial statements give the information required by the Companies Act,
2013 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, 2026 and its
profit 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 Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditors Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies
Act, 2013
and the Rules there under, 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 Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance
in our audit of the financial statements of the current period. These matters were
addressed in
the context of our audit of the financial statements as a whole, and in forming our
opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our Report.
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other
information
comprises the information included in the Annual Report, but does not include the
financial
statements and our Auditors Report thereon.
Our opinion on the financial statements does not cover the other information and we do
not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other
information and, in doing so, consider whether the other information is materially
inconsistent with
the financial statements or our knowledge obtained during the course of our audit or
otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude
that
there is a material misstatement of this other information; we are required to Report that
fact. We
have nothing to Report in this regard.
Responsibility of Management and Those Charge with Governance for the Financial
Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair
view of the
financials position, financial performance, changes in equity and cash flows of the
Company in
accordance with the accounting principles generally accepted in India including the other
accounting Standards 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 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.
In preparing the 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 management either intends
to
liquidate the Company or to cease operations, or has no realistic alternative but to do
so.
The Board of Directors are responsible for overseeing the Companys financial Reporting
process.
Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
Auditors
Report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered
material if, individually or in the aggregate, they could reasonably be expected to
influence the
economic decisions of users taken on the basis of these 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 financial statements,
whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
-Obtain an understanding of internal financial controls relevant to the audit in order
to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of
such
controls.
-Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
-Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists
related to events or conditions that may cast significant doubt on the Companys ability
to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required
to draw attention in our Auditors Report to the related disclosures in the financial
statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the
audit evidence obtained up to the date of our Auditors Report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
-Evaluate the overall presentation, structure and content of the financial statements,
including
the disclosures, and whether the 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
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
1. 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 "Annexure A" a
statement on the matters specified in paragraphs 3 and 4 of the Order.
Further to our comments in "Annexure 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 purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow
dealt
with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e) On the basis of the written representations received from the directors as on March
31,
2026 taken on record by the Board of Directors, none of the directors is disqualified as
on
March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial
reporting
of the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Companys internal financial controls
with reference to standalone financial statements.
g) 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 does not have any pending litigations which would impact its
financial position.
ii. The Company has not entered into any long term contracts including derivative
contracts for which there were any material foreseeable losses, as required
under the applicable law or Indian Accounting Standards.
iii. There has been no delay in transferring the amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.
iv.
(a) The Management has represented that, to the best of its knowledge and
belief, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other persons or entities, including
foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly
or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the
Company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge and
belief, no funds have been received by the Company from any persons
or entities, including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the
Company shall directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate Beneficiaries")
by or on behalf of the Funding Parties or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audits 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
subclause (i) and (ii) of Rule 11(e) contain any material misstatement.
v. The Company has not declared or paid any dividend during year and hence no
compliance is required with Section 123 of the Companies Act, 2013.
vi. Based on our examination, which includes test check basis, the Company has
used accounting softwares for maintaining books of account for the financial
year ended March 31, 2026 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all the relevant
transactions recorded in the softwares. Further, during the course of our audit,
we did not come across any instance of the audit trail feature being tampered
with.
For KUMBHAT& CO. LLP
Chartered Accountants
Firm Regn. No. S000162/001609S
Sd/-
Place: Mumbai Gaurang C. Unadkat
Date: May 20, 2026 Partner
Mem.No. 131708
UDIN: 26131708QGKARY3974
Annexure "A" to the Independent Auditors Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory
Requirements^ our report of even date)
(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:
a) (A) The Company has maintained proper records showing full particulars including
quantitative details and situation of fixed assets.
(B) The Company has maintained proper records showing full particulars of its
intangible
assets.
b) According to the information and explanation given to us and on the basis of our
examination of the records of the Company, the Property, Plant and Equipment have been
physically verified by the management in accordance with the phased programme of
verification, which, in our opinion, is reasonable having regard to the size of the
Company
and the nature of its assets. According to information and explanation given to us, 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 a lessee, and the lease
agreements are duly executed in favour of the lessee) are held in the name of the
Company.
d) According to the information and explanations given to us and on the basis of our
examination of the record of the Company, the Company has not revalued its Property,
Plant and Equipment (including right of use asset) or intangible assets or both during the
year.
e) According to the Information and explanation given to us and on the basis of our
examination of the records of the Company, no proceedings initiated or pending against
the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988(as amended in 2016) and rules made thereunder.
(ii)
a) As explained to us, the physical verification of inventory has been conducted by the
Management in accordance with the phased programme of verification which, In our
opinion, is reasonable and no material discrepancies were noticed on such verification
and the discrepancies noticed on physical verification for each class of inventory have
been properly dealt with in the books of accounts.
b) The Company has not been sanctioned working capital limits in excess of Rs. 5 Crore,
in aggregate, at any point of time during the year from Banks or Financial Institutions
on the basis of security of Current Assets. Hence, Clause 3 (ii)(b) of the order is not
applicable.
(iii) According to the information and explanations given to us, during the year, the
Company
has neither made any investments in, companies, firms, Limited Liability Partnerships,
and nor granted unsecured loans to other parties. Further, the Company has not
provided any guarantee or security or granted any advances in the nature of loans,
secured or unsecured, to companies, firms, Limited Liability Partnerships or any other
parties. Hence reporting under clause 3(iii), (iii)(a), (iii)(b), (iii)(c), (iii)(d),
(iii)(e) and
(iii)(f) of the Order are not applicable.
(iv) According to the information and explanations given to us, the Company has not
granted
any loans, made investment or provided guarantee. Hence, reporting under Clause 3(iv)
of the Order is not applicable.
(v) According to the information and explanation given to us and on the basis of our
examination of the records of the company, the Company has not accepted any deposits
or amounts which are deemed to be deposits during the year as per the directives issued
by the Reserve Bank of India and within the meaning of the provisions of section 73 to 76
and other relevant provisions of the Companies Act, 2013 and the rules framed there
under, where applicable. Thus, the Clause (v) of paragraph 3 of the order is not
applicable
to the company.
(vi) The Cost records prescribed under Section 148(1) of the Act are not applicable to
the
Company and hence Clause 3(vi) of the Order is not applicable.
(vii)
a. According to the information and explanations given to us and the records of the
Company examined by us, in our opinion, the Company is generally been regular in
depositing undisputed statutory dues including Goods and Service Tax, Provident
Fund, Employees State Insurance, Income Tax, Goods and Services tax, Custom duty,
and other statutory dues as applicable with the appropriate authorities. There were
no undisputed amounts payable in respect of Provident Fund, Employees State
Insurance, Income tax, Goods and Services tax, Customs Duty and other material
statutory dues in arrears as at March 31, 2026 for a period of more than six months
from the date they become payable.
(b) There were no dues referred to in sub clause (a) which has not been deposited in on
account of any dispute.
(viii) According to the information and explanation given to us, and on the basis of
our
examination of the records of the company, there are no such instances noticed where
transactions are not recorded in the books of account have been surrendered or disclosed
as income during the year in tax assessments under the Income Tax Act, 1961(43 of
1961). There is no previously unrecorded income which was required to be properly
recorded in the books of account during the year.
(ix) In our opinion and according to information and explanation given to us, the
Company
has not defaulted in repayment of its loans and borrowings to financial institutions,
bank,
government or dues to debentures holders.
(x) (a) In our opinion and according to information and explanation given to us, the Company
has not raised any moneys by way of Public Offer or further public offer (including
debt
instruments) during the year. Accordingly, Clause 3(x)(a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and hence
reporting under clause 3(x)(b) of the Order is not applicable.
(xi)
(a) Based on the examination of the books and records of the Company and according to
the
information and explanation given to us, considering the principal of materiality outlined
in the Standard on Auditing, we report that no fraud by the Company or on the Company
has been noticed or reported during the course of 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 Companies (Audit and Auditors) Rules 2014, with the Central
Government.
(c) According to the information and explanations given to us, no whistle blower
complaint
has been received by the Company during the year.
(xii) As the Company is not Nidhi Company, the reporting under clause 3(xii) of the
Order is
not applicable.
(xiii) In our opinion and according to the information and explanations given to us the
Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where
applicable, for all transactions with the related parties and the details of related party
transactions have been disclosed in the financial statements etc. as required by the
applicable accounting standards.
(xiv)
a. In our opinion and based on our examination, 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,
during the
period the Company has not entered into any non-cash transactions with its directors or
persons connected with him and hence provisions of section 192 of the Companies Act,
2013 are not applicable.
(xvi)
(a) The Company is not required to be registered u/s 45-IA of Reserve Bank of India
Act,
1934. Accordingly, Clause 3(xvi) (a) and (b) of the Order are not applicable.
(b) 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) and (d) of the Order
are not applicable.
(xvii) The Company has not incurred cash losses in the financial year and in the
immediately
preceding financial year.
(xviii) There has been no resignation of the Statutory Auditors of the Company during the year.
(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 accompanying the standalone financial statements, our
knowledge of the Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date
of
the audit report that 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.
(xx) Currently Provisions of Section 135(5) of the Companies Act, relating to Corporate
Social
Responsibility spending, are not applicable to the Company; hence the reporting under
clause 3(xx) of the Order is not applicable.
(xxi) The Company has no Subsidiaries, Associates and Joint Venture Companies. The Company
need not prepare consolidated financial statements and hence the financial statements
have been prepared by the management of the company and audited by us on standalone
basis. Considering this, the question of qualification or adverse remarks of the
respective
auditors in the Companies (Auditors Report) Order (CARO) reports of the companies
being included in consolidated financial statement does not arise.
For KUMBHAT& CO.
Chartered Accountants
Firm Regn. No. S000162/001609S
Sd/-
Gaurang C. Unadkat
Partner
Place: Mumbai Mem.No. 131708
Date: May 20, 2026 UDIN: 26131708QGKARY3974
Annexure "B" to the Independent Auditors Report
(Referred to in Paragraph 2(f) under the heading of "Report on Other Legal and
Regulatory
Requirements of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143
of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Rite
Zone Chemcon
India Limited ("the Company") as of March 31, 2026 in conjunction with our
audit of the financial
statements of the Company for the period ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial
controls based on the internal control over financial reporting criteria established by
the
Company considering the essential components of internal control stated in the Guidance
Note
on Audit of Internal Financial Controls over Financial Reporting issued by the Institute
of
Chartered Accountants of India. 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 companys
policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over
financial reporting based on our audit. We conducted our audit in accordance with the
Guidance
Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance
Note") and
the Standards on Auditing, to the extent applicable to an audit of internal financial
controls, both
issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial
reporting
was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the
internal financial controls system over financial reporting and their operating
effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an
understanding
of internal financial controls over financial reporting, assessing the risk that a
material weakness
exists, and testing and evaluating the design and operating effectiveness of internal
control based
on the assessed risk. The procedures selected depend on the auditors judgement, including
the
assessment of the risks of material misstatement of the 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 Companys internal financial controls system over
financial
reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of
financial statements for external purposes in accordance with generally accepted
accounting
principles. A companys internal financial control over financial reporting includes 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 over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting,
including the possibility of collusion or improper management override of controls,
material
misstatements due to error or fraud may occur and not be detected. Also, projections of
any
evaluation of the internal financial controls over financial reporting to future periods
are subject
to the risk that the internal financial control over financial reporting may become
inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures
may deteriorate.
Opinion
In our opinion, to the best of information and explanations given to us, the Company
has, in all
materials respects, an adequate internal financial controls system over financial
reporting and
such financial controls over financial reporting are operating effectively as at March 31,
2026
based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on
Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
For KUMBHAT& CO. LLP
Chartered Accountants
Firm Regn. No. S000162/001609S
Sd/-
Place: Mumbai Gaurang C. Unadkat
Dated: May 20, 2026 Partner
Membership No. 131708
UDIN: 26131708QGKARY3974
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