1. We have audited the accompanying standalone financial
statements of Indo Count Industries Limited ("the
Company"), which comprise the standalone Balance Sheet
as at 31st March, 2026, and the standalone Statement of
Profit and Loss (including Other Comprehensive Loss),
the standalone Statement of Changes in Equity and the
standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements,
including material accounting policy information and other
explanatory information.
2. 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 ("the 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 March 31, 2026, and
total comprehensive income (comprising of profit and other
comprehensive loss), changes in equity and its cash flows for
the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards 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.
Key audit matters
4. Key audit matters are those matters that, in our professional judgement, 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.
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Key audit matter
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How our audit addressed the key audit matter
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Appropriateness of Revenue Recognition in respect of
sale of products
(Refer Notes 2.5 and 31 to the standalone financial
statements)
The Company recognises revenue in accordance with Ind
AS 115 'Revenue from Contracts with Customers'.
Revenue is the key performance indicator considered by
the Company and its stakeholders. Revenue from sale of
products is recognised on transfer of control to customers.
The terms of transfer of control of products on their sale
differs with different customers and therefore, the timing of
recognition of revenue depends on the terms agreed with
each customer.
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Our audit procedures relating to revenue recognition included
the following:
• Understanding, and evaluating the design and testing
the operating effectiveness of controls surrounding the
recording of revenue in accordance with the principles of
Ind AS 115.
• Testing the reconciling items on a sample basis between sales
register and revenue recognized to assess completeness of
revenue recognized.
• Testing of customer contracts on a sample basis, to assess
the terms for identification of performance obligations in
accordance with Ind AS 115 and comparing those to the
management assessment.
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Key audit matter
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How our audit addressed the key audit matter
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The determination of timing of revenue recognition
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• On a sample basis, testing the underlying supporting
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(including at the year end) based on terms agreed with
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documents such as invoices, customer's purchase orders and
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customers is considered significant by the management
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delivery documents to check the accuracy and occurrence
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for ensuring that the revenue is recognised in the correct
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of the revenue transactions.
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period.
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• Testing the appropriateness of timing of recognition of
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We identified appropriateness of revenue recognition as a
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revenue (including procedures related to cut off testing) in
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key audit matter considering the above factors and in view
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line with the terms of the customer contracts.
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of the risk of inappropriate revenue recognition.
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• Testing of journal entries impacting revenue by
understanding their rationale and agreeing to supporting
documentation.
• Evaluating appropriateness of the presentation and
disclosures made in the standalone financial statements.
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Other Information
5. The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the annual report, but does not
include the standalone financial statements and our 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
and take appropriate action as applicable under the relevant
laws and regulations.
Responsibilities of management and those charged withgovernance for the standalone financial statements
6. The Company's Board of Directors is 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 financial position,
financial performance, changes in equity and cash flows
of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards 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.
7. In preparing the standalone financial statements, Board of
Directors is 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 Board of Directors either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
8. Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.
Auditor's responsibilities for the audit of the standalonefinancial statements
9. 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.
10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism 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 management.
• Conclude on the appropriateness of management's 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 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.
11. 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.
12. 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.
13. 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
14. As required by the Companies (Auditor's 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 B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
15. 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
that the back-up of certain books of account and other
books and papers maintained in electronic mode has
not been kept on servers physically located in India
on a daily basis but maintained everyday between
Monday and Friday during the year and the matters
stated in paragraph 15(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended). Further, in absence of
sufficient appropriate evidence, we are unable to
verify whether the back-up of certain other books and
papers maintained in electronic mode has been kept
on servers physically located in India on a daily basis
during the year.
iii. The instance of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company during the year ended March 31,2026 is as follows:
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Nature
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Amount
(D in lakhs)
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Due date
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Date of
Payment
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Delay
(in days)
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Unclaimed Interim Dividend for FY 2017-18
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15.44
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April 21,2025
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May 6, 2025
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15
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throughout the year for all relevant transactions recorded in
the software, except that:
(a) the audit trail in respect of the core accounting
software was not enabled at the database level to log
any direct data changes and was not maintained at
the application level in case of modifications made by
certain users with specific access;
(b) the audit trail in respect of another accounting software
used for maintaining certain records was not enabled
as it did not have a feature of audit trail (edit log) facility.
(c) in respect of certain accounting softwares operated by
third-party service providers, the ISAE type II reports
are not available from the service providers and,
accordingly, we are unable to comment on whether
the audit trail feature was enabled and operated
throughout the year for all the relevant transactions
recorded in the software and in respect of another
accounting software operated by third party service
provider, the database layer audit log of modification
does not contain pre modified values.
During the course of performing our procedures, other
than the aforesaid instances where the question of our
commenting on the audit trail feature being tampered with
(c) The standalone Balance Sheet, the standalone
Statement of Profit and Loss (including other
comprehensive loss), 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 Indian Accounting
Standards specified under Section 133 of the Act.
(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 are
disqualified 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 maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above and paragraph 15(h)
(vi) below.
iv. (a) The management has represented that, to the best
of its knowledge and belief, as disclosed in Note 52(a)
(vii) 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, whether 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;
(b) The management has represented that, to the best of its
knowledge and belief, as disclosed in the Note 52(a)(vii)
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, whether directly
or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide
(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 A".
(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 (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 financial position in its
standalone financial statements - Refer Note 39A
to the standalone financial statements;
ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures that we 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 (a)
and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year
in respect of the prior year ended March 31, 2025 is in
accordance with Section 123 of the Act to the extent it
applies to payment of dividend.
Further, as stated in Note 21(A)(f) 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.
vi. Based on our examination which included test checks,
the Company has used multiple accounting software for
maintaining its books of account, which have a feature
of recording audit trail (edit log) facility that has operated
does not arise, we did not notice any instance of the audit
trail feature being tampered with. Further, the audit trail, to
the extent maintained in the prior year, has been preserved
by the Company as per the statutory requirements for record
retention.
16. Except for managerial remuneration aggregating to H296.43
lakhs, the managerial remuneration paid/ provided for by
the Company is in accordance with the requisite approvals
as mandated by the provisions of Section 197 read with
Schedule V to the Act. As stated in Note 41 to the standalone
financial Statements, the amount paid/ provided by the
Company is subject to approval of the shareholders of the
Company by way of a special resolution in the ensuing
annual general meeting as required by Section 197 read with
Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sd/-
Sachin Parekh
Partner
Place: Mumbai Membership Number: 107038
Date: May 30, 2026 UDIN: 26107038FUPZJM8376
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