We have audited the accompanying financial statements of SPEB ADHESIVES LIMITED (the Company), which comprise the Balance sheet as at March 31, 2026, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026 and its profit and its cash flows for the year ended on that date.
We conducted our audit of the Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of 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 (ICA) together with the independence requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the standalone financial statements and our auditors report thereon.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information 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. 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.
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Companys financial reporting process.
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 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 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 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.
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.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
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.
As required by the Companies (Auditors Report) Order, 2020, (the Order), issued by the Central government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order.
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 appears from our examination of those books
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the 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 and the Companies (Accounting Standards) Amendment Rules, 2016;
e. On the basis of written representations received from the directors as on March 31, 2026, and 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 of the Company with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in Annexure B.
g. Based on our examination, the company is using accounting software for maintaining its books of accounts for financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility. This feature was activated during the financial year, thus eliminating any possibility of tampering or alteration in the records. As a result, issues regarding tampering or non-preservation of audit trail do not arise.
h. With respect to the matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, in our opinion and to the best of our information and according to the explanations given to us, the provisions of section 197(16) of the Act have been complied with.
i. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.
iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.
iv. A) The Management has presented that, to the best of its knowledge and belief, other than as information disclosed in the note to the accounts, 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.
B) The Management has represented, that, to the best of its knowledge and belief, other than as information disclosed in the note to the accounts, 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 Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
C) 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) contain any material misstatement.
V. No dividend (Including Interim Dividend) has been declared or paid during the year by the company. Therefore, provisions of section 123(4) of the companies Act 2013 is not applicable to the company.
For M/s CVK & ASSOCIATES Chartered Accountants Firm Regn. No: 101745W
S.Y. Joshi (Partner) Membership No. 032523
(a) A) The Company has not prepared and maintained records of Property, Plant and Equipment showing full particulars including quantitative details and situation of Property, Plant and Equipment. B) Since company has no intangible assets, the clause 3(i)(a)(B) is not applicable.
(b) Management has verified Land, Building, Plant and Machinery and Vehicles during the year. Other Assets are verified over a period of time. As the fixed asset register has not been maintained, material discrepancies with the book record cannot be identified on such verification. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and nature of its assets.
(c) According to information and explanation given to us and based on audit procedures conducted, we state there are no immovable properties (other than property where company is the lessee and lease agreements are duly executed in favor of the lessee) thus clause 3(i)(c) is not applicable.
(d) The company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) during the year.
(e) As explained to us, no proceedings have been initiated or are pending against the Company as at 31st March, 2026 for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and Rules made thereunder.
ii. (a) As explain to us, physical verification of inventory has been conducted at reasonable intervals by the management and, in our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on physical verification of stocks by the management as compared to records of the books.
(b) As explain to us and based on checks performed, during any point of time of the year, the company has not 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 so clause 3(ii)(b) is not applicable.
iii. (a) During the year, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii)(a) of the order is not applicable to the Company.
(b) There are no investments made, guarantees provided, security given by the Company. Hence, paragraph 3(iii)(b) of the order is not applicable to the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records, Company has not financed any loan or advances to parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, there are no amounts which are overdue in respect of above loans, for more than ninety days.
(d) According to the information and explanations given to us and on the basis of our examination of the records, the company has not renewed or extended or granted fresh loans to settle the over dues of existing loans or advances in the nature of loans given to the same party.
(e) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not granted loans repayable on demand or without specifying any terms or period of repayment to the Promoters, Related parties as defined in clause (76) of section 2 of the Companies Act, 2013.
iv. Since company has not advanced any loan or made investments, the provisions of section 185 & 186 are not applicable to the company. Hence reporting under clause 3(iv) is not applicable.
v. The company has neither accepted any deposits from the public nor accepted any amount which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act or rules made thereunder. Hence reporting under clause 3(v) is not applicable.
vi. The maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. However, as the company is a Small Enterprise as per the turnover criteria under sub-section (9) of section 7 under the Micro, Small and Medium Enterprises Development Act, 2006 and is covered under the proviso to Rule 3, and therefore, the rule for maintenance of Cost Records is not mandatory, and hence not done by the company. Therefore, Reporting under clause 3(vi) is not applicable.
b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March, 2026, on account of disputes are given below:
| Name of the Statute | Nature of Dues | Period to which the amount relates | Amount under dispute not yet deposited | Forum where the dispute is pending |
| Income Tax Act, 1961 | Income Tax including interest | A.Y. 2020-21 | 2.07 | CPC |
| Income Tax Act, 1961 | TDS | Across Various Financial Years | 1.05 | CPC |
viii. According to the records of the company, there were no transactions relating to previously unrecorded income which were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ix. a) In our opinion, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.
b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared willful default by any bank or financial institution or government or any government authority.
c) In our opinion and according to the information and explanations given to us the company has not obtained any money by way of term loans during the year. Hence Clause 3(ix)(c) of the order on utilization of funds for purpose for which they were sanctioned is not applicable.
d) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of the financial statements of the company, we report that funds raised on short-term basis have been used for long term purposes by the company, however the said loan was repaid during the year.
e) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of the financial statements of the company, we report that the company has no subsidiaries or joint ventures. Thus, reporting under clause 3(ix)(e) is not applicable.
f) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of the financial statements of the company, we report that the company has no subsidiaries or joint ventures. Thus, reporting under clause 3(ix)(f) is not applicable.
x. a) The Company has raised money by way of Initial Public Offer (All Equity) and the funds raised were not utilized during the year. The unspent amount is kept in Fixed Deposits with banks and other bank balances.
b) The company has not raised by way of preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence the clause 3(x)(b) is not applicable.
xi. a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Financial Statements and according to the information and explanations given by the management, no fraud by the Company or no material fraud on the Company has been noticed or reported during the year.
b) According to the information and explanations given to us, report under sub-section (12) of section 143 of the Act is not required to be filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government as no fraud or suspected fraud has been noticed during year and upto the date of Audit Report.
c) As represented to us by the management, there are no whistle-blower complaints received by the company during the year.
xii. The Company is not a Nidhi company. Accordingly, reporting under paragraph 3(xiii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, there are no transactions with the related parties that require compliance with sections 177 and 188 of the Act.
xiv. a) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.
b) We have considered the internal audit reports issued during the year and till the date of the audit report covering period upto 31st March, 2026.
xv. In our opinion, the Company has not entered into non-cash transactions with Directors or persons connected with him and hence, provisions of section 192 of the Companies Act, 2013 are not applicable to the company.
xvi. a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.
b) The company has not conducted any Non-Banking Financial or Housing Finance activities and is not required to obtain Certificate of Registration for such activities from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
c) and (d) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the requirements to report on Clauses 3(xvi)(c) and 3(xvi)(d) is not applicable.
xvii. The company has not incurred cash losses in current year or in immediate preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of audit report that company is 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. The Company has fully spent the required amount towards Corporate Social responsibility (CSR) and there are no unspent CSR amounts for the year requiring a transfer to a fund specified in Schedule VII of the Act or special account in compliance with the provision of sub-section (6) of Section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.
xxi. Clause 3(xxi) is not applicable as this report is not on consolidated Financial Statements.
For M/s CVK & ASSOCIATES Chartered Accountants Firm Regn. No: 101745W
S.Y. Joshi (Partner) Membership No. 032523
(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements of our report of even date)
We have audited the internal financial controls with reference to financial statements of SPEB Adhesives Limited (the Company) as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control 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 (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 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 Act.
Our responsibility is to express an opinion on the Companys internal financial controls with reference to these financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to these 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 these 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 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 with reference to these financial statements.
A companys internal financial control with reference to these 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 control with reference to these financial statements 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.
Because of the inherent limitations of internal financial controls with reference to these 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 these financial statements to future periods are subject to the risk that the internal financial control with reference to these financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to these financial statements and such internal financial controls with reference to these financial statements were operating effectively as at March 31, 2026, based on the criteria for internal financial control with reference to these financial statements 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 M/s CVK & ASSOCIATES Chartered Accountants Firm Regn. No: 101745W
S.Y. Joshi (Partner) Membership No. 032523
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