We have audited the accompanying standalone financial
statements of Manaksia Coated Metals & Industries
Limited (“the Company”), which comprise the Balance
Sheet as at 31st March 2026, and 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 Standalone
Financial Statements, including a summary of material
accounting policy information and other explanatory
information (hereinafter referred to as “the standalone
financial statements”).
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 income), changes in equity and its
cash flows for the year then ended.
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 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 ofIndia 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 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.
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. We have determined
the matter described below to be the key audit matters to
be communicated in our report.
I) A. Key audit matter: (Capital work-in-progress):
As at March 31, 2026, the Company has reported
Capital Work-in-Progress (CWIP) amounting to
H 30.54 crore, as disclosed in Note 3.1(a) to the
financial statements. There are no temporarily
suspended projects included in the CWIP balance
as at the reporting date.
The evaluation of these balances involves
significant management judgment, particularly in
relation to the recoverability of costs associated
with the suspended project and the timing or
likelihood of its resumption.
I) B. How our audit addressed the Key Audit
Matter:
Our audit procedures included the following:
• We obtained an understanding of the
Company's process for monitoring capital
work-in-progress.
• We reviewed management's assessment
regarding the current status of the projects.
• We assessed the appropriateness of
capitalization of costs in accordance with
the applicable Indian accounting standards.
• We tested a sample of capitalized
expenditures to verify accuracy and traced
them to supporting documentation.
Based on the procedures performed, we
found management's assessment and related
disclosures to be reasonable in the context of the
financial statements.
II) A. Key audit matter: (Issue of Share Warrants
on preferential allotment Basis):
Refer Note No. 15(f)(2) to the Standalone
Financial Statements relating to Equity Share
Warrants. During the previous year ended March
31, 2025, the Company had issued 2,07,00,000
equity share warrants on a preferential allotment
basis at a face value of H 1 per warrant and a
premium of H64 per warrant. As per the terms of
issue, 25% of the issue price (H16.25 per warrant)
was received as upfront subscription money.
During the previous year ended March 31, 2025,
the Company allotted 52,00,000 equity shares
on March 27, 2025 against the conversion of an
equivalent number of equity share warrants upon
receipt of the balance 75% of the issue price.
During the year ended March 31, 2026, the
Company further allotted 1,27,00,000 equity
shares pursuant to the conversion of equity
share warrants upon receipt of the balance 75%
of the issue price, aggregating to H61.91 crore.
The allotments were made on May 19, 2025
(57,90,000 shares), June 6, 2025 (7,55,000
shares), June 25, 2025 (49,72,500 shares), and
July 4, 2025 (11,82,500 shares).
As at March 31, 2026, the remaining 28,00,000
equity share warrants are yet to be converted
into equity shares, and no further consideration
has been received against these warrants beyond
the initial 25% application money received at the
time of their issuance.
The accounting for the issuance of share warrants
involves significant management judgment,
particularly with respect to classification as
equity, timing of recognition, measurement, and
compliance with regulatory and accounting
requirements. Given the materiality of the
transaction and complexity involved, this was
considered to be a key area of focus in our audit.
II) B. How our audit addressed the Key Audit
Matter:
Our audit procedures included the following:
• We obtained an understanding of the terms
and conditions relating to the issuance
of share warrants as per Chapter V of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015
including those specified in board and
shareholder resolutions.
• We verified the receipt of application
money and allotment proceeds by tracing
the amounts from the bank statements and
related supporting documents.
• We reviewed the accounting treatment
of share warrant transactions to assess
compliance with the applicable accounting
standards, including classification of
equity instruments and recognition of
premium amounts.
• We assessed the adequacy and
appropriateness of disclosures in the
financial statements relating to the share
warrant issuance and pending allotments.
Based on the procedures performed, we
found management's assessment and related
disclosures to be reasonable in the context of the
financial statements.
Information Other than the Financial Statements
and Auditor’s Report thereon:
The Company's Board of Directors is responsible for
the other information. The other information comprises
Management Discussion and Analysis and Board's Report
(but does not include the standalone financial statements
and our auditor's report thereon). The Company's 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 do 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 company's 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 relevant laws and regulations.
Managements and Board of Directors’
Responsibilities for the Standalone Financial
Statements
The accompanying standalone financial statements have
been approved by the company's Board of Directors. The
Company's Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these Standalone
financial statements that give a true and fair view of the
financial position, financial performance including 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 standalone financial
statements that gives a true and fair view and are free from
material misstatement, whether due to fraud or error.
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 either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors
are also responsible for overseeing the company's financial
reporting process.
Auditor’s Responsibilities for the Audit of
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 Standards on Auditing 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 Standards on
Auditing specified under section 143(10) of the Act, 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 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 with reference to standalone
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 and
Board of Directors.
• Conclude on the appropriateness of 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
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 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 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.
Emphasis of Matters
We draw attention to Note Nos. 8, 11, 17 and 23 to the
financial statements in relation to outstanding balances
of trade receivables, Loans & Advances given, Loans
& Advances taken, Trade Payable, which are subject
to confirmation.
Report on Other Legal and Regulatory
Requirements
I. 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 Companies Act, 2013, we give in the “Annexure A”
a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
II. 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.
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 Statements 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
and taken on the record by the Board of Directors,
none of the directors is 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 adequacy of the internal
financial controls with reference to standalone
financial statements of the company over
financial reporting of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.
g. 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 litigations as at 31st March 2026,
on its financial position in its financial
statements (Refer Note 36 of 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.
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 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:
• Directly or indirectly lend
or invest in other persons
or entities identified in any
manner whatsoever (“Ultimate
Beneficiaries”) by or on
behalf of 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 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:
• 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 form or on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures as
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to
believe that representations under
sub clause (a) and (b) contain any
material mis-statement.
v. The dividend declared and paid during the
year by the company are in compliance with
section 123 of the Act.
vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended March 31, 2026 which has 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. Further, during the course of our
audit we did not come across any instance of
the audit trail feature being tampered with.
III. 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 the
company to its directors during the current year is in
accordance with the provision of section 197 of the act.
The remuneration paid to any director is not in excess
of the limit, laid down under section 197 of the act.
For S. Bhalotia & Associates
Chartered Accountants
Firm Registration No.-325040E
CA. Siddharth Shaw
(Partner)
Place: Kolkata Membership No. 324042
Date: The 6th Day of May, 2026 UDIN:26324042LJQSAH5571
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