BirlaNu Limited (Formerly known as HIL Limited)
Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the standalone financial statements of BirlaNu Limited (Formerly known as HIL Limited) (the “Company”) which comprise the standalone balance sheet as at 31 March 2026, 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 which are included the financial information of erstwhile Crestia Polytech Private Limited, Topline Industries Private Limited, Aditya Poly Industries Private Limited, Aditya Polytechnic Private Limited and Prabhu Sainath Polymers Private Limited (together referred to as the “components”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on separate financial information of the components for the year ended 31 March 2026, 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 2026, 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 obtained by us along with the consideration of report of the other auditor referred to in paragraph (a) of the “Other Matters” section below, is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Emphasis of Matter
a. We draw attention to Note 56 of the standalone financial statements which describes the overall accounting for the Scheme of Amalgamation between the Company and the components (‘the Scheme'). The Scheme has been approved by the National Company Law Tribunal (‘NCLT') vide its order dated 10 March 2026 with appointed date of 05 April 2024 and a certified copy has been filed by the Company with the Registrar of Companies, Telangana. Accordingly, the amounts relating to the year ended 31 March 2026 include the impact of the business combination for the entire year and the corresponding amounts for the previous year ended 31 March 2025 have been restated by the Company after recognising the effect of the amalgamation as above.
Our opinion is not modified in respect of this matter.
Key Audit Matters
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 23 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company derives revenue from sale of products relating to roofs, walls, pipes and constructions chemicals and others, with revenue recognized upon transfer of control in accordance with applicable accounting standards.
We have identified the timing of revenue recognition towards period end and risk of revenue being recorded from fictitious customers as a key audit matter because there are variations in different sale contracts and the possibility of override of controls particularly due to pressures for achieving the performance targets for the year.
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Our audit procedures included, among others:
? We assessed the appropriateness of the Company's revenue recognition accounting policies and their compliance with the applicable Indian Accounting Standards.
? We evaluated the design and implementation of and tested the operating effectiveness of key internal financial controls over revenue recognition, including controls relating to dispatch, invoicing, recording of sales transactions, cut-off adjustment and onboarding of new customers.
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The key audit matter
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1 How the matter was addressed in our audit
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? We tested, on a sample basis using statistical sampling, specific revenue transactions recorded around the period end date to check whether revenue has been recognized in the correct reporting period by testing the underlying documents;
? We tested the underlying documents relating to customer creation on a sample basis. For the samples selected using statistical sampling, we obtained confirmations from customers for year- end balances including the terms of sales and performed alternative audit procedures in case no responses were received. We have also obtained transaction-wise confirmations for sales recorded during the year for few selected customers; and
? We tested sample journal entries selected based on specified risk-based criteria, to identify unusual items.
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Impairment of non-current investments in subsidiary
See Note 7 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company has non-current investments in its subsidiary, BirlaNu International GmbH, Germany amounting to INR 27,346.24 lakhs. The Company's investments in subsidiary are valued at cost less provision for other than temporary impairment. These investments are assessed for impairment when an indicator of impairment exists. The Management annually assesses the existence of impairment indicators and performs impairment testing if there is any indicator.
In performing the impairment test, the Company has made several key assumptions, such as growth rates, discount rates and forecasted cash flows relating to the aforesaid entity.
We identified impairment of non-current investment in subsidiary as a key audit matter because these estimates involve significant judgement, and the underlying assumptions are inherently uncertain.
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Our audit procedures included, among others:
? We evaluated the design and implementation of key internal financial controls of the Company with respect to the impairment assessment of investments and tested operating effectiveness of such controls;
? Evaluated the impairment indicator assessment performed by the Company considering quantitative and qualitative factors;
? We tested budgeting procedures upon which the cash flow forecasts were based. We also compared the actual past performances with the budgeted figures;
? We involved internal valuation specialists to assist us in evaluating the key assumptions and methodology used by the Company, in particular those relating to the forecast of the revenue growth, EBITDA margins, terminal growth rate and discount rate. Internal valuation specialists also compared the assumptions to externally derived data in relation to key inputs such as projected economic growth, competition, cost inflation and discount rates;
? We assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions; and
? We assessed the adequacy of the disclosures including disclosures of key assumptions, judgments and sensitivities.
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Impairment of Goodwill
See Note 6 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company performs impairment assessment of ' Goodwill under Ind AS 36 “Impairment of Assets” on an annual basis and whenever there is an indication of impairment. The aforesaid assets arose on acquisition of different businesses.
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Our audit procedures included, among others:
? We evaluated the design and implementation of key internal financial controls of the Company with respect to the impairment assessment of Goodwill and tested operating effectiveness of such controls;
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The key audit matter
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How the matter was addressed in our audit
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In performing the impairment test, the Company has made several key assumptions, such as growth rates, discount rates and forecasted cash flows relating to the aforesaid entity.
We identified impairment of Goodwill as a key audit matter because these estimates involve significant judgement, and the underlying assumptions are inherently uncertain.
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? We tested budgeting procedures upon which the cash flow forecasts were based. We also compared the actual past performances with the budgeted figures;
? We involved internal valuation specialists to assist us in evaluating the key assumptions and methodology used by the Company, in particular those relating to the forecast of the revenue growth, EBITDA margins, terminal growth rate and discount rate. Internal valuation specialists also compared the assumptions to externally derived data in relation to key inputs such as projected economic growth, competition, cost inflation and discount rates;
? We assessed the sensitivity of the outcome of impairment assessment to changes in key assumptions; and
? We assessed the adequacy of the disclosures including disclosures of key assumptions, judgments and sensitivities.
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Other Information
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 id entif ied a bove wh en it becomes ava il abl e a n d, in d oing 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 and take necessary actions, as applicable under the relevant laws and regulations.
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.
? Obtain sufficient appropriate audit evidence regarding the financial information of the components of the Company to express an opinion on the standalone financial statements. For the components included in the standalone financial statements, which have been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in paragraph (a) of the section titled “Other Matters” in this audit report.
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.
Other Matters
a. We did not audit the financial information of components included in the standalone financial statements of the Company whose financial information reflects total assets (before consolidation adjustments) of I NR 35,457.86 lakhs as at 31 March 2026, total revenue (before consolidation adjustments) of INR 29,358.60 lakhs and net cash inflows (before consolidation adjustments) amounting to INR 90.41 lakhs for the year ended on that date, as considered in the standalone financial statements. The separate financial information of the components have been audited by the other 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 these components, and our report in terms of subsection (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid components, is based solely on the report of such other auditor.
Our opinion is not modified in respect of this matter.
b. The corresponding figures for the year ended 31 March 2025, in so far as it pertains to the components, have been audited by other auditor who had expressed an unmodified opinion on 17 May 2025.
Our opinion is not modified in respect of this matter.
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, based on our audit and on consideration of the report of the other auditor we report, to the extent applicable, 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 and the report of the other auditor and
proper financial information adequate for the purposes of our audit have been received from the components not audited by us except for the matter stated in the paragraph 2(B)(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 01 April 2026 and 04 April 2026, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.
f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A) (b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below on reporting u nd er Rul e 1 1 (g ) of the Compa nies (Au dit a nd 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 and based on the consideration of the report of the other auditor on separate financial information of the components, as noted in the “Other Matters” paragraph:
a. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its standalone financial statements - Refer Note 39 to the standalone financial statements.
b. 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 49 to the standalone financial statements.
c. There has been no 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 their knowledge and belief, as disclosed in the Note 61 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 their knowledge and belief, as disclosed in the Note 61 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 final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 16 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
f. Based on our examination which included test checks and the report of the other auditor, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account which, along with access management tool, as applicable, 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 respective softwares:
? in case of an accounting software used for maintaining general ledger and which is operated by a third party service provider, in the absence of reporting on compliance
with the audit trail requirements at database level in the independent auditor's report of service organisation, we are unable to comment whether audit trail feature of the said accounting software was enabled at the database level and operated for all relevant transactions recorded in the accounting software.
Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of the audit trail feature being tampered with.
Additionally, where audit trail (edit log) facility was enabled and operated in the previous
Place: Mumbai Date: 12 May 2026
years, 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:
In our opinion and according to the information and explanations given to us, the remuneration paid/payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid/payable to any director is not in excess of the limit 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 are required to be commented upon by us.
For B S R and Co
Chartered Accountants Firm's Registration No.:128510W
Sulabh Kumar Kedia
Partner
Membership No.: 066380 ICAI UDIN:26066380BEQDOM1040
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