We have audited the Standalone financial statements
of Chembond Material Technologies Limited (“the
Company”) (formerly known as Chembond Chemicals
Limited), which comprise the standalone Balance
Sheet as at 31st March 2025, the standalone statement
of Profit and Loss (including other comprehensive
income), the standalone statement of changes in
equity, the standalone statement of cash flows for the
year then ended and notes to the Standalone financial
statements, including a summary of material 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
Standalone financial statements give the information
required by the Companies Act, 2013 (“Act”) in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (‘Ind
AS’) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015
as amended and other accounting principles generally
accepted in India of the state of affairs of the Company
as at 31st March 2025, and profit (including other
comprehensive income), changes in equity and its cash
flows for the year ended on that date

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 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.

Emphasis of Matter

We draw attention to Note 49 & 50 to the financial
statement, regarding the Composite Scheme of
Arrangement for amalgamation and demerger (the
“Scheme”) whereby Chembond Material Technologies
Private Limited (CMTPL) , Phiroze Sethna Private
Limited (PSPL) and Gramos Chemicals India Private
Limited (GCIPL) amalgamated with the Company and
“Construction Chemicals and Water Technologies
chemicals” business was demerged from the Company
to Chembond Chemical Specialties Limited as on the
appointed date of 1st April, 2024. The Hon’ble National
Company Law Tribunal (the NCLT) has approved the
Scheme vide its Order dated 7th April 2025 and the said
Order was filed with the Ministry of Corporate Affairs
(MCA) by the Company and other companies involved in
the Scheme on various dates as reported in Note 50 to
the Standalone Financial Statements.

In accordance with the Scheme approved by the NCLT,
the Company has given effect to the scheme from the
appointed date specified therein i.e. 1st April 2024,
and accordingly, as required under IND AS - 103 the
comparative financial information of the Company
forming part of the Statement for the year beginning
from 1st April, 2023 has been restated.

Our report is not modified in respect of the above matter.

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, 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.

Information Other than the Standalone 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, for example,
Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Corporate
Governance and Shareholders Information but does
not include the standalone financial statements,
consolidated Standalone financial statements and our
auditor’s reports 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 in the 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 to those
charged with governance. We have nothing to report in
this regard.

Responsibilities of management and Those Charged
with Governance 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 of these
Standalone financial statements that give a true and fair
view of the financial position, financial performance,
total comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Indian Accounting Standards and other 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 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,
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.

Auditor’s Responsibilities 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
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 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 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 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.

• Obtain sufficient appropriate audit evidence
regarding the standalone financial statements of the
company to express an opinion on the standalone
financial statements.

Materiality is the magnitude of misstatements in the
Standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Standalone 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 standalone
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 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 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 the Annexure A, a statement on

the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

2. Further to our comments in Annexure 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 relating to preparation of the
Standalone financial statements have been
kept by the Company so far as it appears from
our examination of those books except for the
matters stated in 3(vi) below.

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 cash flow statement dealt with by
this Report are in agreement with the books
of account maintained for the purpose of
preparation of these standalone financial
statements;

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 31st March,
2025, taken on record by the Board of Directors,
none of the directors is disqualified as on 31st
March 2025, from being appointed as a director
in terms of Section 164 (2) of the Act;

f. The modifications relating to the maintenance
of accounts and other matters connected
therewith in respect of audit trail are as stated in
paragraph 2(b) above on reporting under section
143(3)(b) of the Act and paragraph 3(vi) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

g. With respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate report in
“Annexure B”.

3. With respect to the other matters to be included in
the Auditors’ 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 on its financial position in its
standalone financial statements refer note. 41
of the standalone financial statements.

ii. The Company does not have any long-term
contracts, including derivative contracts for
which there were any material foreseeable
losses.

iii. there has been no delay in transferring
amounts, 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 as
disclosed in note no. 46(c), no funds have
been advanced or loaned or invested (either
from borrowed funds or securities premium
or any other sources or kind of funds) by
the Company to or in any other person(s)
or entity(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 by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or like on behalf of the
Ultimate Beneficiaries.

b) The management has represented that
to the best of its knowledge and belief as
disclosed in note no. 46(d), no funds have
been received by the Company from any
person(s) or entity(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 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 such audit procedures that
we have considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us

believe that management representations
under sub-clause (a) and (b) above contain
any material misstatement.

v. The dividend declared and paid during the year
by the Company is in compliance with Section
123 of the Act.

vi. Based on our examination which included test
checks, the Company has used accounting
software, a payroll application and employee
reimbursement for maintaining its books of
account 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 / application. However,
audit trail feature is not enabled at the database
level for accounting software to log any direct
data changes as described in note no. 48 to
the financial statements. Further, during the
course of our audit, we did not come across any
instance of audit trail feature being tampered
with and the audit trail has been preserved in
accordance with the requirements of section
128(5) of the Companies Act, 2013 for record
retention.

4. With respect to the matter to be included in the
Auditors’ Report under section 197(16):

In our opinion and according to the information and
explanations given to us, the Company has paid and
/ or provided remuneration to its directors during the
year ended 31st March, 2025 in accordance with the
provisions of Section 197 of the Act.

For S H B A & CO LLP

(Formerly known as Bathiya & Associates LLP)

Chartered Accountants

Firm Registration No. 101046W / W100063

Jatin A. Thakkar

Partner

Membership No.: 134767

UDIN: 25134767BMJEUZ3845

Place: Mumbai

Date: 30^th May 2025