We have audited the accompanying financial statements of TECIL CHEMICALS & HYDRO POWER LIMITED, which
comprise the balance sheet as at March 31, 2025, and the Statement of Profit and Loss, the statement of changes
in equity and 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.
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 the 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 Loss, total comprehensive income, the changes in equity and cash flows for the year
ended as on that date.
Basis for opinion
We conducted our audit in accordance with the standards on auditing 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 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.
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.
The Company's board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board's Report
including Annexure to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's
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 standalone 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 board of directors is 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 financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules,
2016, as amended from time to time, and other accounting principles generally accepted in India.
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 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 management 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.
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 control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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.
• 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
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.
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 (Auditors 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 the paragraph 3 and 4 of the order, to the
extent applicable.
2. 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 balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this
report are in agreement with the books of account;
(d) In our opinion, the aforesaid 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 March 31, 2025
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 over financial reporting of the
company and the operating effectiveness of such controls, refers to our separate Report in
'Annexure B'. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the company's internal controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the
requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanations given to us, no remuneration was paid by the
Company to its directors during the year in accordance with the provisions of section 197 of the
Act; and
(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;
a. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements- Refer Note 16 to the financial statements;
b. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses; and
c. The company is not required to transfer amounts, to the Investor Education and Protection
Fund.
d. (i) The management has represented that to the best of its knowledge and belief other than
disclosed in Note 28 of the standalone financial statement no fund have been advanced or
loaned or invested (either from borrowed fund or securities premium or any other source or
kind of funds) by the company to or in any persons or entities including foreign entities 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 ("the ultimate beneficiaries") or provide
any guarantee, security or the like on behalf the ultimate beneficiaries;
(ii) The management has represented that to the best of its knowledge and belief other than
disclosed in Note 29 of the standalone financial statement no fund have been received by the
company from any persons or entities including foreign entities (the 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 parties ("the ultimate beneficiaries") or provide any
guarantee , security or the like on behalf the ultimate beneficiaries;
(iii) Based on such audit procedure performed considered reasonable and appropriate in
circumstances nothing has come to our notice that has caused us to believe that the
management representation under subclause i and ii above contain any material
misstatement.
(i) Non- Compliance of the SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations,
2015- as per Regulation 17(l)(b), the chairman being an executive director, at least half of the
board of Directors should be comprised of Independent Directors. Currently, the Company have
required number of Independent Directors on its board. Accordingly, there is consequent
compliance of Regulations 18,19 and 20 of the SEBI Listing Obligation and Disclosure
Requirements (LODR) Regulations, 2015
(j) As per the Regulation 17 (1) (a) of the SEBI Listing Obligation and Disclosure Requirements (LODR)
Regulations, 2015, Board of Directors shall have an optimum combination of executive and non¬
executive directors with at least one woman director and not less than fifty percent of the Board
of Directors shall comprise of non-executive directors. Currently, the Company have a woman
director on its Board.
(k) As stated in note 26 of accompanying standalone financial statement and based on our
examination which include test checks, the company in respect of financial year commencing on
1st April 2023 has used accounting software (Tally Prime Edit Log Release 2.1) for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and the same has
been operated throughout the year for relevant transaction recorded in the software.
ForS R Pai & Co., Chartered Accountants
Firm Registration No: 0010793S
Sd/-
CAS Rajeeva Pai
Partner
Membership No. 214230
UDIN: 25214230BMJLGT2573
Place: Kochi
Date: 26.05.2025
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