We have audited the financial statements of DCM Shriram Industries Limited (the "Company") which comprise thebalance sheet as at 31 March 2026, and the statement of profit and loss (including other comprehensive income),statement of changes in equity and statement of cash flows for the year then ended, and notes to the financialstatements, including material 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 aforesaidfinancial statements give the information required by the Companies Act, 2013 ("Act") in the manner so requiredand in the context of the overriding effect of the provision in the Composite Scheme of Arrangement ("Scheme")as approved by the National Company Law Tribunal ('NCLT'), regarding accounting of demerger of Chemicals andRayons Business from the specified retrospective appointed date and consequential representation ofcomparatives give a true and fair view in conformity with the accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March 2026, and its profit and other comprehensive loss, changes inequity 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 theAct. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the financial statements.
Emphasis of Matter
We draw attention to Note 52 to the financial statements regarding the Scheme between DCM Shriram IndustriesLimited, DCM Shriram Fine Chemicals Limited and DCM Shriram International Limited for demerger of Chemicaland Rayon business of DCM Shriram Industries Limited respectively, and amalgamation of Lily Commercial PrivateLimited with DCM Shriram Industries Limited which has been described in the aforesaid note. The Scheme has beenapproved by the National Company Law Tribunal ('NCLT') vide its order dated 21 November 2025 with appointeddate of 1 April 2023 and an approval of the Registrar of Companies (RoC) has been received on 31 December 2025.The Company has given effect to the Scheme from the retrospective appointed date specified therein i.e. 1 April2023 which overrides the relevant requirement of applicable GAAP (according to which the demerger should havebeen accounted from 21 November 2025). The demerger has resulted in transfer of certain assets and liabilitieswith effect from the appointed date, the details of which are disclosed in the aforesaid note.
Our opinion is not modified in respect of this matter.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements of the current period. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion onthese matters.
Determination of provision for contingencies and recoverability of reimbursable asset as at 31 March 2026 [see notes 16, 28and 49 to financial statements].
Key audit matter
How the matter was addressed in our audit
The Company has Indirect tax matters which are subject toassessments/ongoing proceedings by tax authorities and involvesignificant judgement by the management in evaluating the likelyoutcome. The Company makes an assessment to determine theoutcome of these tax positions and decides to make an accrual
We performed the following procedures in this regard:
• Obtained an understanding of the management'sprocess for monitoring these matters and theprocess followed to finalise management's
or considers it to be a possible contingent liability in accordancewith the applicable Indian Accounting Standards.
judgement of the likely outcome.
Evaluated the design and tested the operating
•
Consequent to introduction of Goods and Services Tax (GST) with
effectiveness of controls around the
effect from July 1, 2017, there has been ambiguity with regard to
management's assessment.
chargeability of indirect tax, i.e. UP VAT or GST or any other tax.
Assessed the appropriateness of methods used.
on certain supplies made by the Company to a customer and,
reliability of underlying data used for quantification
therefore, no tax has been charged on such supplies.
of amounts.
Various demands raised by the GST authorities are being
Examined correspondence and obtained
contested, and have been assessed for creating provision/
independent confirmation from the Company's
disclosures in the financial statements.
external legal counsel in order to corroborate ourunderstanding of these matters with respect to the
The Company has recognised a reimbursement asset based on a
legal determination of liability arising on such
legal undertaking by such customer to indemnify the Company
matters.
for any liability that may finally arise in the matter.
Involved our internal specialists to evaluatemanagement's assessment by reviewing the facts
The above judgements may change over time based on judicial
of the case, reasonableness of assumptions and
precedents or amendments to legislation, etc. A change in the
making an assessment of the likely outcome of the
management's judgement and estimates may significantly affect
the recognition of assets and liabilities and disclosures thereof.
Examined management's assessment includingdiscussions with in house legal team in respect ofrecoverability of recognized reimbursable asset.
Examined the underlying agreement, indemnityarrangement, the independent confirmationreceived from the customer and evaluated thefinancial position of customer as regards therecognition of reimbursable asset.
Evaluated the adequacy of disclosures made withrespect to requirements of Ind-AS 37 regarding thematter.
Other Information
The Company's Management and Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Company's annual report, but does not include the financialstatements and auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we haveperformed, we conclude that there is a material misstatement of this other information, we are required to reportthat fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Financial Statements
The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of theAct with respect to the preparation of these financial statements that give a true and fair view of the state of affairs,profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completenessof 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 Management and Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to Issue an auditor's report that includes our opinion.Reasonable assurance Is a high level of assurance, but Is not a guarantee that an audit conducted In accordancewith SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or errorand are considered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic 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 skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting 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 areappropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basisof accounting in preparation of financial statements and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty exists, we are required todraw attention in our auditor's report to the related disclosures in the financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtainedup to the date of our auditor's report. However, future events or conditions may cause the Company to ceaseto 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 thatachieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay 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 ofmost significance in the audit of the financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Governmentof India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2 A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the Information and explanations which to the best of our knowledgeand 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 itappears from our examination of those books.
c. The balance sheet, the statement of profit and loss (including other comprehensive income), thestatement of changes in equity and the statement of cash flows dealt with by this Report are in agreementwith the books of account.
d. In our opinion, the aforesaid financial statements comply with the Ind AS specified underspecified underSection 133 of the Act read together with the overriding effect of the provision in the Scheme forDemerger of Chemical and Rayon business from DCM Shriram Industries Limited as approved by the NCLTand RoC.
e. On the basis of the written representations received from the directors as on 31 March 2026,1 April 2026and 10 April 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31March 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 with reference to financial statements ofthe Company and the operating effectiveness of such controls, refer to our separate Report In "Annexure
B".
B. With respect to the other matters to be included In the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial positionin its financial statements - Refer Note 39 and 49 to the financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.
d (I) The management has represented that, to the best of Its knowledge and belief, as disclosed In the Note57(v) to the financial statements, no funds have been advanced or loaned or Invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in anyother 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 Investin 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 UltimateBeneficiaries.
(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note57(vi) to the financial statements, no funds have been received by the Company from any person(s) orentity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded inwriting or otherwise, that the Company shall directly or indirectly, lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Parties ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any materialmisstatement.
e. As stated in Note 56 to the financial statements, the Board of Directors of the Company has proposedfinal dividend for the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies todeclaration of dividend. Further, the Company did not declare or paid any interim dividend during theyear.
f. Based on our examination which included test checks, the Company has used an accounting software formaintaining its books of account, which has a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded in the software.
Further, for the periods, where audit trail (edit log) facility was enabled and operated, we did not comeacross any instance of audit trail feature being tampered with. Additionally, where audit trail (edit log)facility was enabled and operated in the previous years, the audit trail has been preserved by theCompany as per the statutory requirements for record retention.
C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by theCompany to its directors during the current year is in accordance with the provisions of Section 197 of the Act.The remuneration paid to any director is not in excess of the limits laid down under Section 197 of the Act.The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which arerequired to be commented upon by us.
B S R & Co. LLP
Chartered AccountantsFirm's Registration No.:101248W/W-100022
Adhir Kapoor
Partner
Place: New Delhi Membership No.: 098297
Date: 20 May 2026 ICAI UDIN:26098297VKCTLK9318