Auditor Report of The Western India Plywood Ltd.

Mar 31, 2024

The Western India Plywoods Limited

Report on the Audit of the standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of THE WESTERN INDIA PLYWOODS LIMITED (“the Company"), which comprises the Standalone Balance Sheet as at 31*‘ March 2024. and the Standalone Statement of Profit and Loss, (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash How for the year then ended, and notes to the Standalone Financial Statement, including a summary of the significant accounting policies 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 (''Act’) in the manner so required and give a true and lair view in conformity'' with the accounting principles generally accepted in India, including the (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS") and the relevant rules issued thereunder, of the state of affairs of the Company as at 31” March 2024. and its profit (including other comprehensive income), changes in equity and 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 Companies Act. 2013. Our responsibilities under those standards arc 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 financial statements under the provisions of the Companies Act. 2013 and the rules made there under, 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 judgement, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for

11 ic* audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr.No	The Key Audit Matters	How the matter was addressed in our audit
1.	Impairment testing of investment in subsidiary Refer Note No 4.02 to the accompanying standalone financial statements The equity as well as the preference shares investment in the subsidiary company named Mayabandar Doors limited, account for a significant percentage of the company''s total investments. As at 31 March, 2024, the carrying amount of equity investment in subsidiary company Viz. Mayabandar Doors Limited is ? 232.25 Lakhs. Further the company has also invested in 6% Non-cumulativc redeemable as well as 8% redeemable cumulative preference share capital of the above said subsidiary, the carrying amount of which as at 31“ March, 2024 is ? 340.00 Lakhs as well as ? 180.00 Lakhs respectively. As the carrying amount of the investment in the above said subsidiary exceeds the carrying amounts in the financial statements of the subsidiaries Net assets, the management has performed an impairment assessment and has estimated the recoverable amount of its investment in subsidiaries through an independent valuer. The accounting for investment in above subsidiary is a Key Audit Matter as the estimation of recoverable amount involve the use of significant estimate and assumptions that are dependent on expected future market and economic conditions. As per such assessment done by the management, there is no impairment loss as disclosed in Note No 4.02 lb this standalone financial statement.	Our Audit procedure included, but were not limited to the following; • We Evaluated the Company’s process regarding the impairment assessment and fair valuation by involving independent expert to confirm that the assessment are made in line with the relevant IND AS • We assessed the carrying value/fair value calculation of the investment in subsidiary to determine whether the valuation is within the acceptable range determined by us. • We assessed the professional competence, objectivity and capabilities of the valuation specialist engaged by the management. • Wc evaluated the adequacy of disclosure made in the standalone financial statement. Based on the above procedure performed, we did not identify any significant exception in the management’s assessment in relation to the impairment loss and the carrying value of investments in subsidiary.
2.	Recoverability of insurance claim receivable Refer Note No 14.01 to the accompanying standalone financial statements	Our audit procedures included, but were not limited to the following: • Wc have assessed and reviewed the

	As on 31*“ March, 2024, as per the financial	issue in detail and discussed with
	statement, an amount of ? 210.36 Lakhs is	management, the recent developments
	outstanding as insurance claim and interest	and the present status.
	receivable from the insurance company based on	• Considered the Judgment in favor
	the judgement in favour of the company by the	of the company by the Kerala State
	Kerala State Consumer Disputes Redressal	Consumer Disputes Redressal
	Commission.	Commission.
	I lowever, the insurance Company filed an appeal	• We considered external legal
	against the above said judgement and the	opinions, where relevant, obtained
	condonation petition in respect of the same is yet	by management.
	to be heard.	• We assessed the adequacy of the
	Considering the materiality involved and the	company’s disclosures in the
	uncertainty about the ultimate outcome of the	financial statement
	appeal, the above matter is identified as Key Audit	Based on our above procedure, the
	matters.	management’s assessment and disclosure in respect of the above matter is considered to be reasonable.

Other Information

The Company’s Board of Directors is responsible for the other information. I he other information comprises the information included in the Board Report including Annexure to Board''s Report. Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon. The above referred information 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 information. If, we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulation. 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 are responsible for the matters stated in section 134(5) of the the Companies Act. 2013(“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 How of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 ot* the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 control 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 true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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 ceases operations, or has no realistic alternative but to do so.

Those Board of Directors are 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 standalone financial statements as a whole arc 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 chat an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and arc 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 controls relevant to the audit m order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we arc also responsible for expressing an 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 the 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 arc 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.

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 the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued Wythe 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 purpose 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 except for the matters stated in

the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 20I4(as amended).

c) The standalone Balance Sheet, standalone Statement of Profit and Loss (including other comprehensive income), the standalone statement of Cash Flows and the standalone statement of changes in Equity dealt with by this Report are in agreement with the books of account:

d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting Standards specified under Section 133 of the Act.

c) On the basis of written representations received from the directors as on March 31, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014(as amended).

g) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate report m “Aiinexure B”.

h) W''ith respect to the others 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 explanation 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 Ac t.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule II of the Companies (Audit and Auditors) Rules, 2014 (as amended) . 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 No 40.01 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 and

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

(iv) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note No 57 &• 58 to the standalone financial statements,

(a) 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 person(s) or cntity(ics). 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 the like on behalf of the Ultimate Beneficiaries; and

(b) no funds have been received by the company from any person(s) or entity(ies), 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 audit procedures carried out by us. that wc have 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 of Rule 11(e) contain any material mis-statement.

(v) The final dividend paid by the Company during the year ended 31** March 2024 in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extend it applies to payment of dividend .

As stated in Note No 17.02 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31^u March,2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

(vi) As stated in Note No 50 to the standalone financial statements and based on our examination which included test checks, the company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility, except in respect of maintenance of payroll records wherein the accounting software did not have the audit trail feature, enabled throughout the year. Further, the audit trail facility has operated throughout the year for all relevant transaction in the software and during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules. 2014 is applicable from April 1. 2023. reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirement for record retention is not applicable for the financial year ended March 31. 2024.

For Sankar & Moorthy

Chartered Accountants Firm Reg. No. 003575S Sd/-

CA VINEETH KRISHNAN KV, FCA. D1SA

(Partner)

Place: Kannur Mem. No. 232371

Date: 29-05-2024 UDIN: 24232371BKACMQ1443

---

Mar 31, 2023

We have audited the accompanying standalone financial statements of THE WESTERN INDIA PLYWOODS LIMITED ("the Company"), which comprises the Standalone Balance Sheet as at 31^st March 2023, and the Standalone Statement of Profit and Loss, (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash flow for the year then ended, and notes to the Standalone Financial Statement, including a summary of the significant accounting policies 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 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and the relevant rules issued thereunder, of the state of affairs of the Company as at 31^st March 2023, and its profit (including other comprehensive income), changes in equity and 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 Companies Act, 2013. 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 financial statements under the provisions of the Companies Act, 2013 and the rules made there under, 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 judgement, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these

matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr.No	The Key Audit Matters	How the matter was addressed in our audit
1.	Impairment testing of investment in subsidiary Refer Note No 4.02 to the accompanying standalone financial statements The equity as well as the preference shares investment in the subsidiary company named Mayabandar Doors limited, account for a significant percentage of the company''s total investments. As at 31 March, 2023, the carrying amount of equity investment in subsidiary company Viz. Mayabandar Doors Limited is '' 232.25 Lakhs. Further the company has also invested in 6% Non-cumulative redeemable as well as 8% redeemable cumulative preference share capital of the above said subsidiary, the carrying amount of which as at 31st March, 2023 is '' 340.00 Lakhs as well as '' 180.00 Lakhs respectively. As the carrying amount of the investment in the above said subsidiary exceeds the carrying amounts in the financial statements of the subsidiaries Net assets, the management has performed an impairment assessment and has estimated the recoverable amount of its investment in subsidiaries through an independent valuer. The accounting for investment in above subsidiary is a Key Audit Matter as the estimation of recoverable amount involve the use of significant estimate and assumptions that are dependent on expected future market and economic conditions. As per such assessment done by the management, there is no impairment loss as disclosed in Note No 4.02 To this standalone financial statement.	Our Audit procedure included, but were not limited to the following;- • We Evaluated the Company''s process regarding the impairment assessment and fair valuation by involving independent expert to confirm that the assessment are made in line with the relevant IND AS • We assessed the carrying value/fair value calculation of the investment in subsidiary to determine whether the valuation is within the acceptable range determined by us. • We assessed the professional competence, objectivity and capabilities of the valuation specialist engaged by the management. • We evaluated the adequacy of disclosure made in the standalone financial statement Based on the above procedure performed, we did not identify any significant exception in the management''s assessment in relation to the impairment loss and the carrying value of investments in subsidiary.
2.	Recoverability of insurance claim receivable Refer Note No 14.01 to the accompanying standalone financial statements As on 31st March, 2023, as per the financial statement, an amount of '' 210.36 Lakhs is outstanding as insurance claim and interest receivable from the insurance company based on the judgement in	Our audit procedures included, but were not limited to the following: • We have assessed and reviewed the issue in detail and discussed with management, the recent developments and the present status. • Considered the Judgment in favor of the

	favour of the company by the Kerala State Consumer	company by the Kerala State Consumer
	Disputes Redressal Commission.	Disputes Redressal Commission.
	However, the insurance Company filed an appeal	• We considered external legal
	against the above said judgement and the	opinions, where relevant, obtained
	condonation petition in respect of the same is yet	by management.
	to be heard.	• We assessed the adequacy of the
	Considering the materiality involved and the	company''s disclosures in the financial
	uncertainty about the ultimate outcome of the	statementBased on our above procedure,
	appeal, the above matter is identified as Key Audit	the management''s assessment and
	matters.	disclosure in respect of the above matter
		is considered to be reasonable.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board Report including Annexure to Board''s Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon. The above referred information 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 information, If, we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulation.

Responsibilities of Management and those charged with governance for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the the Companies Act, 2013("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 flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 control 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 true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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 ceases operations, or has no realistic alternative but to do so.

Those Board of Directors are 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 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 controls 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 an 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 the 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.

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 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 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 purpose 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 standalone Balance Sheet, standalone Statement of Profit and Loss (including other comprehensive income), the standalone statement of Cash Flows and the standalone statement of changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting Standards specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, 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 statement of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".

g) With respect to the others 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 explanation 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 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 No 40.01 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 and

(III) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

(IV) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note No 56 & 57 to the standalone financial statements,

i. 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 person(s) or entity(ies), 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 the like on behalf of the Ultimate Beneficiaries; and

ii. no funds have been received by the company from any person(s) or entity(ies), 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.

iii. based on audit procedures carried out by us, that we have 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 (i) and (ii) of Rule 11(e) contain any material mis-statement.

(V) The final dividend paid by the Company during the year ended 31^st March 2023 in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extend it applies to payment of dividend .

As stated in Note No 17.02 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31^st March,2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

(VI) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Sankar & Moorthy

Chartered Accountants

Firm Reg. No. 003575S

Sd/-

JAYAPRAKESH MC, FCA

(Partner)

Place: Kannur Mem. No. 215562

Date: 29^th May, 2023 UDIN : 23215562BGUPRI1257

---

Mar 31, 2012

We have audited the attached Balance Sheet of THE WESTERN INDIA PLYWOODS LIMITED as at 3 Ist March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

I. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report Amendment) order 2004 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956(Amendment) Order 2004, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order;

II. Further to our comments in the Annexure referred to above, we report that:

(a) We have 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 21 I of the Companies Act, 1956,

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2012, from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956;

(f) Without qualifying our opinion, we draw attention to Note No 30.1 (a) attached to the accounts regarding the claim for recompense made by IFCI Ltd, which has not been provided for and disclosed as contingent liability, for the reasons stated therein, in respect of which the final liability ,if any, is not ascertainable at this stage.

(g) Further to the above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the significant accounting policies and notes on accounts attached thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

(a) The Company has maintained proper records showing full particulars, including quantitative details of fixed assets, which however requires to be updated.

(b) As explained to us, the fixed assets of the Company are physically verified by the management in accordance with a phased programme which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets and in accordance with the said programme, certain fixed assets have been physically verified during the year by the management and that no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

2. (a) We are informed, that the inventory (other than stock of timber lying in pond and finished goods lying with agency depots) have been physically verified by the management at the year end, the frequency of which, in our opinion, is reasonable, having regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and as informed to us, no discrepancies of material nature were noticed on physical verification by the management.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:-

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for the above loans / deposits taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) In our opinion and according to the explanations given to us, the repayment of principal and interests has been regular.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with th§ size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that all the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs entered into during the year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant sections of the Companies Act, 1956, and the rules framed there under, to the extent applicable.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 201 I, prescribed by the central Government under Section 209( I) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

9. (a) According to the records of the Company, the company is generally regular in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund and other material statutory dues with the appropriate authorities during the period. According to the information and explanations given to us, there are no arrears of undisputed statutory dues outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax / duties have not been deposited with appropriate authorities as at 31st March 2012:

Name of the Nature of Amount Period to Forum where Statute dues (Rs lakhs) which the the dispute is amount relates pending_

Income Tax Act, Income Tax 37.92 1985-86 Income Tax 1961 and interest 41.36 1991-92 Appellate Tribunal

Finance Act, 1994 Service Tax Appellate and penalty 6.30 2003-06 Commissioner, Cochin.

10. The Company does not have any accumulated losses at the end of the year. The Company has not incurred cash losses as per Statement of Profit and Loss for the current year as well as in the immediately preceding period.

11. As per the information furnished to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Since the Company is not a chit fund / Nidhi / mutual benefit fund / society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, term loans obtained during the year have been utilized for the purpose for which they were obtained.

17. According to the information and explanations given to us and as per the records verified by us, the funds raised by the Company on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956, during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the Company, no fraud either on or by the Company has been noticed or reported during the year.

For M/s. Varma & Varma

Chartered Accountants

(FRN - 004532S)

VIJAY NARAYAN GOVIND

Place: Cochin Partner

Date: 29.05.2012 M. No: 203094

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Mar 31, 2011

We have audited the attached Balance Sheet of THE WESTERN INDIA PLYWOODS LIMITED as at 31st March 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

I. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report Amendment) order 2004 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956(Amendment) Order 2004, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order;

II. Further to our comments in the Annexure referred to above, we report that:

(a) We have 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956,

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2011, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Further to the above, in our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read together with the significant accounting policies and notes on accounts attached thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31$t March 2011;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR AUDIT REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars, including quantitative details of fixed assets, which however requires to be updated.

(b) As explained to us, the fixed assets of the Company are physically verified by the management in accordance with a phased programme which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets and in accordance with the said programme, certain fixed assets have been physically verified during the year by the management and that no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off a substantial part of fixed assets during the year.

2. (a) We are informed, that the inventory have been physically verified by the management at the year end, the frequency of which, in our opinion, is reasonable, having regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and as informed to us, no discrepancies of material nature were noticed on physical verification by the management.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans / deposits from directors and also from other parties covered in the register maintained under Section 301 of the Companies Act, 1956.The number of parties and the amount involved are given below: - 10 59.28 lakhs 52.45 lakhs

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for the above loans / deposits taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) In respect to the above loans / deposits, the repayment of principal amount has not fallen due and the payments of interests have been regular.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that all the particulars of contracts or arrangements need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs entered into during the year, are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant sections of the Companies Act, 1956, and the rules framed there under, to the extent applicable.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s products.

9. (a) According to the records of the Company, the company is generally regular in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund and other material statutory dues with the appropriate authorities during the period. According to the information and explanations given to us, there are no arrears of undisputed statutory dues outstanding for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of the records of the Company, the following disputed amounts of tax / duties have not been deposited with appropriate authorities as at 31st March 2011:

Name of the Statute Nature of Amount Period to Forum where dues (In Rs which the the dispute is lakhs) amount relates pending

Income Tax Act, 1961 Income Tax 37.92 1985-86 See Note and interest 41.36 1991-92 Below.

Finance Act, 1994 Service Tax 6.30 2003-06 Appellate and penalty Commissioner, Cochin.

Note: During the year, the company''s appeals before the Commissioner of Income Tax (Appeals) against the Income tax and interest demands for the Assessment Years 1985-86 and 1991-92 were decided against the company and as per the information and explanations given to us, the company is in the process of filing appeal before higher appellate authorities.

10. The Company does not have any accumulated losses at the end of the year. The Company has not incurred cash losses as per profit and loss account for the current year as well as in the immediately preceding period.

11. As per the information furnished to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Since the Company is not a chit fund / Nidhi / mutual benefit fund / society, the relative reporting requirements are not applicable.

14. Since the Company is not dealing or trading in shares, securities, debentures or other investments, the relative reporting requirements are not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, term loans obtained during the year have been utilized for the purpose for which they were obtained.

17. According to the information and explanations given to us and as per the records verified by us, the funds raised by the Company on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956, during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the Company, no fraud either on or by the Company has been noticed or reported during the year.

For M/s. Varma & Varma

Chartered Accountants

VIJAY NARAYAN GOVIND

Place: Cochin Partner

Date: 28.05.2011 M. No: 203094