Independent Auditor's Report

To

The Members of

JYOTI RESINS & ADHESIVES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial
statements of JYOTI RESINS & ADHESIVES LIMITED ("the
Company"), which comprise the Balance Sheet as at March
31, 2023, and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flows for the year then ended and
a summary of the significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a true and
fair view in conformity with the 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, 2023
and its profit, total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in
accordance with the standard on auditing specified u/s. 143(10)
of the act (SAs). Our responsibilities under those standards are
further described in the auditor's responsibilities for the audit of
standalone financial statements section of our report.

We are independent of the company in accordance with the
code of ethics issued by ICAI together with Independence
Requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
ICAI's Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide the basis
for our audit 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 standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. There
is no key audit matter with respect to standalone financial
statements to be communicated in our report.

Information other than Standalone Financial
Statements and Auditor's Report thereon

The company's Board of Directors' are responsible for the
preparation of the other information. The other information
comprises the information included in the management
discussion and analysis, board's report including annexure
to board's report, Business responsibility report, Corporate
governance and Shareholder's information but does not include
the standalone financial statement and our auditor's report
thereon.

Our opinion on the standalone financial statements does
not cover the information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is material misstatement of this other information, we are
required to report the fact. We have nothing to report in this
regard.

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

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules,
2015, as amended including the Companies (Indian Accounting
Standards) Amendment Rules, 2019.

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 the 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.

Those charged with governance are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit. In conducting our
audit, we have taken into account the provisions of the Act,
the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions
of the Act and the Rules made there under and the Order issued
under section 143(11) of the Act.

As part of an audit in accordance with SAs, we exercise
professional judgement 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 bank has adequate internal
financial controls with reference to financial statements 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 in the standalone financial statements
made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors 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 a Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the 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 Section 143(3) of the Act, based on our audit
we report that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

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

d) In our opinion, the afore said standalone financial
statements comply with the Indian Accounting
Standards prescribed under section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules,
2014.

e) On the basis of the written representations received
from the directors of the Company as on March 31,
2023 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 over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate Report in "Annexure A'.' 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 amend:

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. The Ministry of Corporate Affairs
has not prescribed other details under Section 197(16)
which are required to be commented upon by us.

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, 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.

ii. The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long¬
term contracts including derivative contracts.

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, no
funds (which are material either individually
or in the aggregate) have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in any
other person or entity, including foreign entity
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,

that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received by
the Company from any person or entity,
including foreign entity ("Funding Parties"),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.

v. As stated in Note 14 to the standalone financial

statements

(a) The final dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with Section
123 of the Act, as applicable.

(b) The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
section 123 of the Act, as applicable.

2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government in terms
of Section 143(11) of the Act, we give in "Annexure B" a statement
on the matters specified in paragraphs 3 and 4 of the Order.

Suresh R Shah & Associates

Chartered Accountants
FRN:110691W

Mrugen K Shah

(Partner)

Place: Ahmedabad M. No.: 117412

Date: 17-05-2023 UDIN : 23117412BGUDVB1693