We have audited the accompanying financial statements of Empire
Industries Limited (“the Company”), which comprise the
Balance Sheet as at 31st March 2025, the statement of Profit and
Loss (including Other Comprehensive Income), the statement of
Changes in Equity and the statement of Cash Flows for the year then
ended, and notes to the financial statements, including a summary
of significant accounting policies 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 Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31, 2025, and its profit, total comprehensive income,
changes in equity and its cash flows 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 (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under those Standards
are further described in the Auditor’s 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 thereunder,
and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of
the current period. 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. We have determined the matters described below to be the
key audit matters to be communicated in our report.

Assessment of litigations and related disclosure of contingent
liabilities

[Refer to Note 2.10 to the financial statements- “Use of assumptions
judgements and estimates - Critical accounting judgements -

Provisions, contingent liabilities and contingent assets”, Note 36 to
the Financial Statements - “Contingent liabilities”].

As at March 31, 2025, the Company has exposures towards
litigations relating to various matters as set out in the aforesaid
Notes. Significant management judgement is required to assess
such matters to determine the probability of occurrence of material
outflow of economic resources and whether a provision should
be recognised or a disclosure should be made. The management
judgement is also supported with legal advice in certain cases as
considered appropriate.

As the ultimate outcome of the matters are uncertain and the
positions taken by the management are based on the application of
their best judgement, related legal advice including those relating to
interpretation of laws/regulations, it is considered to be a Key Audit
Matter.

How are audit addressed the key audit matter

Our audit procedures included the following:

• We understood, assessed and tested the design and operating
effectiveness of key controls surrounding assessment of
litigations relating to the relevant laws and regulations;

• We inquired with the management for recent developments and
the status of the material litigations which were reviewed and
noted by the Audit Committee;

• We performed our assessment on a test basis on the underlying
calculations supporting the contingent liabilities/other
significant litigations disclosed in the Financial Statements;

• We used auditor’s experts/specialists to gain an understanding
and to evaluate the disputed tax matters;

• We considered external legal opinions, where relevant, obtained
by management;

• We evaluated management ’s assessments by understanding
precedents set in similar cases and assessed the reliability of the
management’s past estimates/judgements;

• We evaluated management’s assessment around those matters
that are not disclosed or not considered as contingent liability,
as the probability of material outflow is considered to be remote
by the management; and

• We assessed the adequacy of the Company’s disclosures.

Based on the above work performed, the assessment in respect of
litigations and related disclosures relating to contingent liabilities/
other significant litigations in the Financial Statements is considered
to be reasonable.

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 Management Discussion and Analysis,

Board’s Report including Annexures to Board’s Report, Corporate
Governance and Shareholders Information but does not include the
financial statements and our auditor’s report thereon.

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.

Management’s Responsibility for the 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 financial statements that give a true and fair
view of the state of affairs, profit / loss, total 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 financial statement 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 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 are responsible for overseeing the Company’s
financial reporting process.

Auditors’ Responsibility 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 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 financial statements.

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

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

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

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by management and board of directors.

• Conclude on the appropriateness of management and board
of directors use of the going concern basis of accounting in
preparation of 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
ability of the Company 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 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
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 influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial
statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

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

From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the 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 “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 (vi) below on reporting under Rule
11(g).

c. The Balance Sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement
of Changes in Equity and the Statement of Cash Flows
dealt with by this report are in agreement with the books of
account;

d. In our opinion, the aforesaid Ind AS financial statements
comply with the Ind AS prescribed under section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;

e. On the basis of the written representations received from
the directors as on March 31, 2025, and taken on record by
the Board of Directors, none of the directors is disqualified
as on March 31, 2025 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 of the
Company and the operating effectiveness of such controls,
refer to our separate report in “Annexure B”;

g. With respect to the other matter to be included in the
Auditor’s Report in accordance with the requirements of
section 197 (16) of the Act:

In our opinion and to the best of our information and
according to the explanations given to us, the remuneration
paid/ provided by the Company to its directors during the
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
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:

i. The Company has disclosed the impact of pending
litigation on its financial position as at 31^st March,
2025 in its financial statements - Refer Note No. 36;

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.

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 identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Company or provide any guarantee,
security or the like to or on behalf of the Ultimate
Beneficiaries;

(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 identified in any
manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or provide any
guarantee, security or the like from or on behalf
of the Ultimate Beneficiaries;

transactions recorded in the software systems. 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 A.T. Jain & Co.

Chartered Accountants
(Firm Registration No. 103886W)

Sushil Jain
Partner

Membership No.: 033809
UDIN: 25033809BMIMAN9440

Place: Mumbai
Date: 30^th May, 2025