To,
The Members of
Walchandnagar Industries Limited
Report on the Audit of the Financial Statements Opinion
We have audited the accompanying Financial Statements of
Walchandnagar Industries Limited (the Company), which comprise the Balance Sheet as at March 31, 2026, the Statement of Pro_t and Loss, including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and notes to the Financial Statements, including a summary of material accounting policy information and other explanatory information (hereinafter referred to as the Financial Statements).
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 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the (Act) read with Companies (Indian Accounting Standards) Rules, 2015, as amended (Ind AS) , and other accounting principles generally accepted in India, of the state of a_airs of the Company as at March 31, 2026, and its loss, and other comprehensive loss, changes in equity and its cash _ows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SA) speci_ed under Section 143 (10) of the Act. 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 (ICAI) together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the rules made thereunder, and we have ful_lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics.
We believe that the audit evidence obtained by us is su_cient and appropriate to provide a basis for our audit opinion on the _nancial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most signi_cance in our audit of the Financial Statements for the _nancial year ended March 31, 2026. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have ful_lled the responsibilities described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Financial Statements.
| Key audit matters | How our audit addressed the key audit matter |
| Recoverability of Trade Receivables: | Our audit procedures amongst others included the following: |
| Trade receivables amounting to 15,351 Lakhs represents approximately 17.42% of the total assets of the Company as at March 31, 2026. | \u2022 Understood and tested on a sample basis the design and operating e_ectiveness of management control over assessing the recoverability of the trade receivables. |
| In assessing the recoverability of the aforesaid balances and determination of allowance for expected credit loss, management\u2019s judgement involves consideration of aging status, historical payment records, evaluation of litigations, the likelihood of collection based on the terms of the contract and credit information of its customer. | \u2022 Performed test of details and tested relevant contracts, documents and subsequent receipts for material trade receivables balances. |
| \u2022 Tested the aging of trade receivables as at the year-end on sample basis. | |
| \u2022 Assessed the allowance for expected credit loss made by | |
| We consider this as key audit matter due to materiality of the | |
| management. | |
| amounts and signi_cant estimates and judgements as stated | |
| above. | |
| Revenue Recognition: | The audit procedures included but were not limited to: |
| There are signi_cant accounting judgements in estimating | |
| \u2022 Read contract documents for each selection, change orders, | |
| revenue to be recognized on contracts with customers, including | |
| and other documents that were part of the agreement. | |
| estimation of costs to complete. The Company recognizes revenue | |
| on the basis of stage of completion in proportion of the contract | \u2022 Veri_cation of total Cost incurred for each project as per |
| costs incurred at balance sheet date, relative to the total estimated | books of accounts, total Cost to Complete each project, |
| costs of the contract at completion. The recognition of revenue is | project pro_tability statements, as reviewed by projects |
| therefore dependent on estimates in relation to total estimated | heads. It was veri_ed that the cost for completing balanced |
| costs of each such contract. | work is reviewed and revised wherever necessary based on |
| current scenario and future expectations. | |
| We consider this as key audit matter due to materiality of the amounts and signi_cant estimates and judgements as stated above. | \u2022 Obtaining a detailed understanding of the processes, controls and policies of the Management with respect to preparation of project pro_tability statements, evaluating the design of controls including approvals and related compliances, testing implementation and operating e_ectiveness of the controls. |
Information other than the Financial Statements and Auditors Report thereon
The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report but does not include the _nancial statements and our auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.
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.
Responsibilities of Management and those charged 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 _nancial position, _nancial performance including other comprehensive income, changes in equity and cash _ows of the Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards speci_ed 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 _nancial controls, that were operating e_ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the _nancial 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 and 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 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 of the Company are also responsible for overseeing the Companys _nancial 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 aggregate, they could reasonably be expected to in_uence 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 su_cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 an adequate internal _nancial controls with reference to Financial Statements in place and the operating e_ectiveness 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 management and board of directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signi_cant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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.
Materiality is the magnitude of misstatements in the 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 in_uenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the e_ect of any identi_ed 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 signi_cant audit _ndings, including any signi_cant de_ciencies in internal _nancial controls that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most signi_cance in the audit of the 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 bene_ts of such communication.
Other Matter
We did not audit the _nancial statements / information of Ethiopia division included in the _nancial statements of the Company whose _nancial statements / _nancial information re_ect total assets of
89.59 Lakhs as at March 31, 2026, and the total revenue of Nil, total expenses of 0.92 Lakhs for the year ended as at March 31, 2026. The _nancial statements / information of this division has been audited by the independent auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such division, is based solely on the report of such auditor.
Our opinion is not modi_ed in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure A , a statement on the matters speci_ed in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit 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. c. The Balance Sheet, the Statement of Pro_t and Loss, including Other Comprehensive Income, Statement of Changes in equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of accounts. d. In our opinion, the aforesaid _nancial statements comply with the Accounting Standards speci_ed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; 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 disquali_ed 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 _nancial controls with reference to Financial Statements of the Company and the operating e_ectiveness of such controls, refer to our separate report in Annexure B . Our report expresses an unmodi_ed opinion on the adequacy and operating e_ectiveness of the Companys internal _nancial controls with reference to the Financial Statements. g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, 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. h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its _nancial position in its Financial Statements. Refer Note 54 to the Financial Statements. ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts, including derivative contracts. Refer Note 44 to the Financial Statements iii. There were no amounts which were 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 (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identi_ed in any manner whatsoever by or on behalf of the Company (Ultimate Bene_ciaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Bene_ciaries. b. The management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the Company from any persons or entities, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identi_ed in any manner whatsoever by or on behalf of the Funding Party (Ultimate Bene_ciaries) or provide any guarantee, security or the like from or on behalf of the Ultimate Bene_ciaries. c. Based on the audit procedures 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 (a) and (b) above, contain any material misstatement. v. The Company has neither declared nor paid any dividend during the year. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the _nancial 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 relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
| For Jayesh Sanghrajka & Co. LLP |
| Chartered Accountants |
| ICAI Firm Registration No. 104184W/W100075 |
| Pritesh Bhagat |
| Designated Partner |
| Membership No. 144424 |
| UDIN: 26144424PLLVIJ9152 |
| Place: Mumbai |
| Date: May 20, 2026 |
Annexure A to the Independent Auditors Report
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements Section of our report to the members of Walchandnagar Industries Limited of even date)
In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment capital work-in-progress, Non-current asset held for sale and investment property. (B) The Company has maintained proper records showing full particulars of Intangible assets.
(b) The Company has a program of veri_cation to cover all the items of Property, Plant and Equipment in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to program, certain Property, Plant, and Equipment were physically veri_ed by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such veri_cation.
(c) Based on our examination of the documents provided to us, we report that, the title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee, and the lease agreements are duly executed in favour of the Company) disclosed in the _nancial statements included in property, plant and equipment are held in the name of the Company as at the balance sheet date.
(d) The Company has not revalued any of its property, plant and equipment and Intangible assets during the year ended March 31, 2026.
(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2026, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder.
(ii) (a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically veri_ed by the management during the year. For stocks lying with third parties at the year-end, written con_rmations have been obtained and for inward goods-in-transit subsequent evidence of receipts has been linked with inventory records. In our opinion, the frequency of such veri_cation is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on veri_cation between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory.
(b) The Company has been sanctioned working capital limits in excess of Rs Five Crore, in aggregate, from banks during the year on the basis of security of current assets. Quarterly returns or statements _led by the Company with such banks are in agreement with the unaudited books of account of the Company. 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 sanctioned working capital limits from _nancial institutions.
(iii) (a) During the year, the Company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to companies, _rms, limited liability partnerships or any other parties. Accordingly, the requirement to report on Clause 3(iii)(a) of the Order is not applicable to the Company.
(b) During the year, the Company has not made investments in, guarantee provided, security given to companies, _rms, Limited Liability Partnerships, or any other parties. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.
(c) During the year, the Company has not granted any loan(s) or advances in the nature of loans to any parties. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.
(d) The Company has not granted loans to any parties. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the company.
(e) The Company has not granted any loan(s) or advances in the nature of loans to any parties. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.
| Sr. | Name of Statute | Nature of Dues | Amount | Period to which | Forum where demand is |
| No. | ( In Lakhs) | amount relates | pending | ||
| 1 | Maharashtra Land Revenue Code | Non-Agricultural Tax | 16.18 | 1982 to 2003 | Tahsildar, Indapur |
| Non-Agricultural Tax | 58.58 | 1994 to 2003 | |||
| 2 | Pune Municipal Corporation | Municipal Taxes | 99.02 | 2008-09 to 2012-13 | Hon. High Court, Mumbai |
| 3 | Central Sales Tax,1956 | Central Sales Tax | 367.14 | 2013-14 | Sales Tax Appellate Tribunal, |
| Pune | |||||
| 4 | Customs Act,1962 | Customs Duty | 64.5 | July,2008 | Hon\u2019ble High Court, Madras |
| 5 | Service Tax | Service Tax & Penalty | 1,334.66 | March 2013 to | CESTAT, Mumbai |
| December 2015 | |||||
| 6 | Andhra Pradesh General Sales Tax | Value Added Tax | 313.66 | 2011 | Hon\u2019ble High Court, |
| Act, 1957 | Hyderabad | ||||
| 7 | Goods and Service Tax | IGST/CGST/SGST | 68.99 | 2018-19 | Commissioner Appeals |
| Chennai | |||||
| 8 | Goods and Service Tax | IGST/CGST/SGST | 36.70 | 2019-20 | Commissioner Appeals |
| Chennai | |||||
| 9 | Goods and Service Tax | IGST/CGST/SGST | 2.57 | 2020-21 | Commissioner Appeals |
| Chennai | |||||
| 10 | The Employees Provident Funds | Employee Provident | 50.68 | 2006-07 | Hon\u2019ble High Court, Mumbai |
| and Miscellaneous Provisions Act, | Fund | ||||
| 1952 | |||||
| 11 | Goods and Service Tax | IGST/CGST/SGST | 6.96 | 2019-20 | Commissioner Appeals |
| Chennai |
*Certain cases _led against the Company by the Ex-employees of Heavy Engineering Division and Foundry Division for compensation are pending before the Labour Courts – Amounts unascertained.
(f) The Company has not granted any loan(s) or advances in the nature of loans to any parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
(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 granted any loans or provided any guarantee or security as speci_ed under Section 185 of the Act. In respect of investments made by the Company, in our opinion the provisions of Section 186 of the Act have been complied with.
(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on Clause 3(v) of the Order is not applicable to the Company.
(vi) The maintenance of cost records has been speci_ed by the Central Government under section 148(1) of the Act. We have broadly reviewed the cost records maintained during the year by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.
(vii) In respect of statutory dues:
(a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues applicable to the Company have been regularly deposited with the appropriate authorities in all cases during the year.
There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess, and other material statutory dues in arrears as at March 31, 2026, for a period of more than six months from the date they became payable.
(b) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty, and Value Added Tax which have not been deposited as at March 31, 2026, on account of dispute are given below:
(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
(ix) (a) The Company has not defaulted in repayment of loans or borrowings, or in the payment of interest thereon to any lender during the year.
(b) The Company has not been declared willful defaulter by any bank or _nancial institution or government or any government authority.
(c) In our opinion, and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.
(d) The Company did not raise any funds on short term basis during the year. Accordingly, the requirement to report on Clause 3(ix)(d) of the Order is not applicable to the Company.
(e) According to the information and explanations given to us and on overall examination of the Financial Statements of the Company, the Company does not have any subsidiaries, associates, or joint ventures. Accordingly, the requirement to report on Clause 3(ix) (e) is not applicable to the Company.
(f) According to the information and explanations given to us and on overall examination of the Financial Statements of the Company, the Company does not have any subsidiaries, associates, or joint ventures. Accordingly, the requirement to report on Clause 3(ix) (f) of the Order is not applicable to the Company. (x) (a) The Company has not raised any money by way of initial public o_er or further public o_er (including debt instruments) during the year. Accordingly, the requirement to report on Clause 3(x)(a) of the Order is not applicable to the Company.
(b) During the year, the Company has made preferential allotment of convertible warrants and issued shares under the Employee Stock Option Scheme (ESOP). In respect of the aforesaid transactions, the Company has complied with the requirements of Sections 42 and 62 of the Companies Act, 2013, wherever applicable, and the funds raised have been utilized for the purposes for which they were raised.
(xi) (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of Section 143 of the Act has been _led in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
(c) As per information and explanation given to us by the management, no whistleblower complaints were received during the year.
(xii) (a) The Company is not a Nidhi Company as per the provisions of the Act. Therefore, the requirement to report on Clause 3(xii)(a) of the Order is not applicable to the Company.
(b) The Company is not a Nidhi Company as per the provisions of the Act. Therefore, the requirement to report on Clause 3(xii)(b) of the Order is not applicable to the Company.
(c) The Company is not a Nidhi Company as per the provisions of the Act. Therefore, the requirement to report on Clause 3(xii)(c) of the Order is not applicable to the Company.
(xiii) Transactions with the related parties are in compliance with Section 177 and 188 of the Act, where applicable and the details have been disclosed in the notes to the Financial Statements, as required by the applicable Accounting Standards.
(xiv) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the provision of Section 138 of the Act, is applicable to the Company. In our Opinion, the Company has an internal audit system commensurate with size and nature of its business.
(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.
(xv) In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with 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. Hence, requirement to report on clause 3 (xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, requirement to report on Clause 3 (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as de_ned in the regulations made by the Reserve
Bank of India. Accordingly, requirement to report on Clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) The Group does not have any CIC. Accordingly, the requirement to report on Clause 3(xvi)(d) is not applicable to the Company.
(xvii) The Company has incurred cash losses of 743 Lakhs during the current _nancial year and 2,927 Lakhs in the immediately preceding previous year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
(xix) On the basis of the _nancial ratios, ageing and expected dates of realisation of _nancial assets and payment of _nancial liabilities, other information accompanying the _nancial statements and 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 indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) The provisions of Section 135 of the Act in relation to Corporate Social Responsibility are not applicable to the Company. Accordingly, the requirement to report on Clause 3(xx)(a) of the Order is not applicable to the Company.
(b) The provisions of Section 135 of the Act in relation to Corporate Social Responsibility are not applicable to the Company. Accordingly, the requirement to report on Clause 3(xx)(b) of the Order is not applicable to the Company.
For Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Registration No. 104184W/W100075
Pritesh Bhagat
Designated Partner Membership No. 144424 UDIN: 26144424PLLVIJ9152 Place: Mumbai Date: May 20, 2026
Annexure B to the Independent Auditors Report
(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of
Walchandnagar Industries Limited of even date)
Report on the internal _nancial controls with reference to Financial Statements under clause (i) of sub – section 3 of section 143 of the Companies Act, 2013 (the Act)
We have audited the internal _nancial controls with reference to Financial Statements of Walchandnagar Industries 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.
Management and Board of Directors Responsibility for Internal Financial Controls
The Companys Management and Board of Director is responsible for establishing and maintaining internal _nancial controls with reference to Financial Statement based on the internal control over _nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the ICAI). These responsibilities include the design, implementation and maintenance of adequate internal _nancial controls that were operating e_ectively for ensuring the orderly and e_cient 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 _nancial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal _nancial controls with reference to Financial Statements 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) issued by the ICAI and the Standards on Auditing prescribed under Section 143 (10) of the Act, to the extent applicable to an audit of internal _nancial 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 _nancial controls with reference to Financial Statements was established and maintained and if such controls operated e_ectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal _nancial controls with reference to Financial Statements and their operating e_ectiveness. Our audit of internal _nancial controls with reference to Financial Statements included obtaining an understanding of internal _nancial controls with reference to Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e_ectiveness 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 su_cient and appropriate to provide a basis for our audit opinion on the Companys internal _nancial controls with reference to Financial Statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A Companys internal _nancial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of _nancial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal _nancial control with reference to Financial Statements includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re_ect the transactions and dispositions of the assets of the Company; (ii) 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 (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material e_ect on the Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal _nancial controls over _nancial 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 _nancial controls with reference to Financial Statements to future periods are subject to the risk that the internal _nancial control with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal _nancial control with reference to Financial Statements and such internal _nancial controls with reference to Financial Statements were operating e_ectively as at March 31, 2026, based on the criteria for internal _nancial control with reference to 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 ICAI.
Other Matter
We did not audit the internal _nancial controls with reference to _nancial statements of Ethiopia division as of March 31, 2026. The audit of internal _nancial controls with reference to _nancial statementsofEthiopiadivisionhasbeenauditedbytheindependent auditor whose report has been furnished to us, and our opinion in so far as it relates to the adequacy and operating e_ectiveness of the internal _nancial controls with reference to _nancial statements were operating e_ectively as at March 31, 2026.
For Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Registration No. 104184W/W100075
Pritesh Bhagat
Designated Partner Membership No. 144424 UDIN: 26144424PLLVIJ9152 Place: Mumbai Date: May 20, 2026
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