We have audited the accompanying standalone financial statements of VELJAN DENISON LIMITED (“the company”), which
comprise the standalone Balance Sheet as at March 31, 2026, 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 for the year
ended on that date, and a summary of the material accounting policies and other explanatory information (herein after 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 accompanying 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, the profit and other 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 Act. Our responsibilities under those standards are further described in the Auditors responsibility for the Audit of
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 (ICAI) 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 made 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 audit 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 that there are no key audit matters to communicate in our report.
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 the information
included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon.
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 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.
Responsibilities of Management and Those Charged with Governance for the Standalone 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 standalone 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 relevant rules issued there under 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 the 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
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 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 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.
Auditor’s Responsibility 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 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 financial 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 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.
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.
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 sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3
and 4 ofthe Order, to the extent applicable.
2) As required by Section 143(3) ofthe 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, standalone
statement of changes in equity and the standalone 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 Indian Accounting Standards (Ind AS) prescribed under
Section 133 ofthe Act.
e) On the basis of written representations received from the directors as on March 31, 2026 taken on 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) ofthe Act,
f) With respect to the adequacy of internal financial controls with reference to standalone 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 Managerial remuneration to be included in the auditor’s report in accordance with the requirements of
section 197(16) ofthe Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the
company to its directors during the year is in accordance with the provisions of Section 197 ofthe 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 disclosed the impact ofpending litigations on its financial position in its financial statements - Refer Note
34 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;
iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the company of Rs.2.13Lakhs pertaining to Financial Year 2017 18.(Refer Note 9 to the standalone financial
Statements).
iv. a. The Management has represented that, to the best of its knowledge and belief, no funds (which are material either
individually or in the 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 person or entity, including foreign
entity (“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, no funds (which are material either
individually or in the aggregate) have been received by the Company from any person or entity, including foreign
entity (“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 any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
c. 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 (a) and (b) above,
contain any material misstatement.
v a. 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 ofthe Act to the extent it applies to payment of dividend.
b. As stated in note 55 to the standalone financial statements, the Board of Directors of the Company have 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 ofthe Act to the extent it applies to declaration of dividend.
vi. Based on our examination, which included test checks, the Company has used accounting software systems for
maintaining its books of account for the financial year ended March 31, 2026 which have the feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant 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 BRAHMAYYA & CO.
Chartered Accountants
Firm’s Regn No. 000513S
Place : New Jersey (K.SHRAVAN)
Date : 30.05.2026 Partner
Membership No. 215798
UDIN: 26215798NNWUQD8559
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