We have audited the financial statements of Duroply Industries
Limited (hereinafter referred to as "the Company"), which
comprises the Balance Sheet as at March 31, 2026, and the
Statement of Profit and Loss (Including Other Comprehensive
Income), Cash Flow Statement and the Statement of Changes
in Equity for the year then ended, and notes to the financial
statements, including a summary of material accounting policy
information and other explanatory information for the year ended
on that date (hereinafter 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 aforesaid financial statements
give the information required by the Companies Act, 2013
(hereinafter referred to as "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, 2026, the profit and total comprehensive income,
its cash flows and the changes in equity 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 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 Companies Act, 2013
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
opinion on the 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 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. We have determined
the matters described below to be the key audit matters to be
communicated in our report.

Emphasis of Matter

1. We draw attention to Note 17(f) to the financial statements,
which describes the conversion of 9,85,220 warrants into
equity shares during the quarter ended 30^th September
2025, each carrying a right to subscribe to one (1) equity
share of Rs. 10 each at an issue price of Rs. 203 per
warrant, aggregating to approximately Rs. 1,999.99 Lakhs.
The conversion was effected on 25^th September 2025, upon

receipt of the balance subscription money representing 75%
of the issue price, i.e., Rs. 152.25 per warrant, amounting
to Rs. 1,499.99 Lakhs. Consequently, the said equity shares
have been duly allotted and rank pari passu in all respects
with the existing equity shares of the Company.

2. We draw attention to Note 36(a) to the financial statements,
whereby the Government of India has consolidated 29
existing labour legislations into a unified framework

comprising four labour codes as follows: Code on Wages,
2019, Code on Social Security, 2020, Industrial Relations
Code, 2020 and Occupational Safety, Health and Working
Conditions Code 2020 (collectively referred to as the New
Labour Codes), effective from November 21, 2025. The
Company has assessed the implications of the New Labour
Codes and has recognized an incremental cost of Rs. 27.5
lakhs towards employee benefits as past service cost of plan
amendments during the year ended 31 March 2026.

3. We draw attention to Note 40.10 to the financial statements,
regarding an advance of Rs.2.27 crore recoverable from a
company, which is presently under litigation. No interest has
been charged on the said outstanding balance during the
period. Based on the assessment made by the management,
the aforesaid amount is considered recoverable and
accordingly, no provision towards impairment / expected
credit loss has been recognized in the accompanying
financial statements.

Our opinion is not modified in respect of the above matters.

Information Other than the Financial Statements
and Auditor's Report thereon

The Company's management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's annual
report 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 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. We have nothing to report in this regard.

Responsibility of Management and Those Charged
with Governance for the financial statements

The Company's Management and Board of Directors are
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, 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) prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding 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 statements 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.

Auditor's Responsibilities for the Audit of the
Financial Statements

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 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:

O I dentify 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.

O 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 system in place and the operating effectiveness of
such controls.

O Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

O 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 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 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.

O 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.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the 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 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 management, 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 (Auditor's Report) Order,
2020 (hereinafter referred to as "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 paragraphs 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 appears
from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement
of Changes in Equity and the Statements of Cash Flows
dealt with by this report are in agreement with the books
of account;

d. In our opinion, the Balance Sheet, the Statement of
Profit and Loss including Other Comprehensive Income,
the Statement of Changes in Equity and the Statement
of Cash Flows comply with the Indian Accounting
Standards (Ind AS) specified under section 133 of
the Act;

e. On the basis of the written representations received
from the directors as on March 31,2026 and 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) 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, refer to our
separate Report in "Annexure B". Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
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, the remuneration paid by the
Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 1 1 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 which would impact financial position.
(Refer Note 40.2 to the 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 no delay in transferring 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 (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-clauses (i) and (ii)
of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. No dividend has been paid or declared by the
Company during the year.

vi. Based on our examination which includes test
checks, the company has maintained its books of
account using accounting software which has a
feature of recording audit trail (edit log). Based on
our examination, which included test checks, and
according to the information and explanations
given to us, we report that:

(a) The audit trail feature has been enabled
and operated throughout the year for all
transactions recorded in the software.

(b) During the course of our audit, we did not
come across any instance of the audit trail
feature being tampered with.

(c) The audit trail records have been preserved by
the Company as per the statutory requirements
for record retention under applicable law

For S K Agrawal and Co Chartered Accountants LLP

Chartered Accountants

Firm Registration No. - 306033E/E300272

CA Vivek Agarwal

Partner

Place: Kolkata Membership Number: 301571

Date: May 21,2026 UDIN: 26301571XMRTOE4003