We have audited the standalone financial statements of NACL
Industries Limited (the "Company") which comprise the standalone
balance sheet as at 31 March 2025, and the standalone statement
of profit and loss (including other comprehensive income),
standalone statement of changes in equity and standalone
statement of cash flows for the year then ended, and notes to the
standalone financial statements, 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 aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 ("Act") in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31
March 2025, and its loss and other comprehensive loss, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our
responsibilities under those SAs are further described in the
Auditor's Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the standalone
financial statements.

Emphasis of Matter

We draw attention to note 43 to the standalone financial statements
for the year ended 31 March 2025. The Company carried trade
receivables aggregating to ? 7,796 lakhs as at 31 March 2024
(netted off with subsequent collections up to the date of the
auditor's report for the year ended 31 March 2024), for which we
had received unreliable responses to our independent balance
confirmation requests, for the audit of the financial statements for
the year ended 31 March 2024, from some of these customers.

Note 43 to the standalone financail statements also describes
the details of subsequent actions taken by the management. The
management has estimated the resultant net exposure as ? 1,978
lakhs. This exposure is fully provided for in the Company's books of
account as of 31 March 2025.

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 of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

See Note 3.2 and 22 to standalone financial statements

Information Other than the Financial
Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the annual report, but does
not include the financial statements and auditor's report thereon.
The annual report is expected to be made available to us after the
date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance as required under SA
720 "The Auditor's Responsibilities Relating to Other Information".

Management's and Board of Directors
Responsibilities for the Standalone Financial
Statements

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

operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

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

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

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

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

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by the Management and Board of Directors.

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

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

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

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

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
the "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. A. As required by Section 143(3) of the Act, we report

that:

a. We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b. In our opinion, proper books of account
as required by law have been kept by
the Company so far as it appears from
our examination of those books except
for the matters stated in the paragraph
2B(f) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014.

c. The standalone balance sheet, the
standalone statement of profit and loss
(including other comprehensive income), the
standalone statement of changes in equity
and the standalone statement of cash flows
dealt with by this Report are in agreement
with the books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 31 March
2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on 31 March 2025 from being appointed
as a director in terms of Section 164(2) of the
Act.

f. The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph
2A(b) above on reporting under Section
143(3)(b) of the Act and paragraph 2B(f)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

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

B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its
standalone financial statements- Refer Note 31 to the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.

c. The following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education
and Protection Fund by the Company.

d. (i) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note 44 to
the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(ii) The management has represented
that, to the best of its knowledge
and belief, as disclosed in the Note
44 to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Parties ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the

representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (i) and (ii) above, contain any
material misstatement.

e. The Company have neither declared nor paid
any dividend during the year.

f. Based on our examination which included
test checks, except for the instances
mentioned below, the Company has used
accounting softwares for maintaining its
books of account which have a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software:

(a) The feature of recording audit trail
(edit log) facility was not enabled at
the database layer to log any direct
data changes and for certain fields/
tables of the accounting software
used for financial reporting.

(b) In the absence of independent
auditor's report in relation to controls
at service organisation for accounting
software used for maintaining the
books of account relating to payroll
process, which is operated by a
third-party service provider, we are
unable to comment whether audit
trail feature of the said software was
enabled and 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 audit trail feature being
tampered with. Additionally, except
where it was not enabled or available,
the audit trail has been preserved
by the Company 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:

We draw attention to Note 30 to the standalone
financial statements for the year ended 31
March 2025, according to which the managerial
remuneration paid to the whole-time director
of the Company (amounting to ? 16 lakhs) and
consequently, the total managerial remuneration
for the financial year (amounting to ? 207 lakhs)

exceed the prescribed limits under Section 197 read
with Schedule V to the Companies Act, 2013 by ? 15
lakhs. As per the provisions of the Act, the excess
remuneration is subject to the approval of the
shareholders, which the Company is in the process
of obtaining by means of Postal Ballot. The Ministry
of Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.

For B S R and Co.

Chartered Accountants
Firm's Registration No.: 128510W

Baby Paul

Partner

Place: Hyderabad Membership No.: 218255

Date: May 28, 2025 ICAI UDIN: 25218255BMINGW3598