Maharaja Shree Umaid Mills Ltd Auditor Reports

To the Members of Maharaja Shree Umaid Mills Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Maharaja Shree Umaid Mills Limited (“the Company”), which comprise the Standalone Balance sheet as at March 31 2025, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of material 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 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit including other comprehensive income, the 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 Standards on Auditing (SAs), as specified

under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Other Information

The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Companys Annual Report, but does not include the Financial Statements and our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors 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. 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.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the applicable laws and regulations.

Responsibilities of Management for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, 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) specified under Section 133 of the Act. 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 standalone financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit

procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe 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 Companies Act 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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

auditors 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.

Other matter

The Honble National Company Law Tribunal (NCLT), Kolkata Bench through their orders

dated October 23, 2024 approved the Scheme of Amalgamation ("the Scheme") under Sections 230-232 of the Companies Act, 2013, between Amalgamated Development Limited, Amritpay Greenfield Private Limited, Anantay Greenview Private Limited, Basbey Greenview Private Limited, Calcutta Co Limited, Divyay Greeneries Private Limited, Golden Greeneries Private Limited, Janardan Wind Energy Private Limited, Jubilee Hills Residency Limited, LNB Real Estates Private Limited, LNB Solar Energy Private Limited, LNB Wind Energy Private Limited, Mahate Greenview Private Limited, Manifold Agricrops Private Limited, MB Commercial Co Limited, MSUM Texfab Limited, Palimarwar Solar House Private Limited, Palimarwar Solar Project Private Limited, Parmarth Wind Energy Private Limited, PKT Plantations Limited, Purnay Greenfield Private Limited, Sante Greenhub Private Limited, Sarvadeva Greenpark Private Limited, Sarvay Greenhub Private Limited, Shivphal Vinimay Private Limited, Sidhidata Solar Urja Limited, Shishiray Greenview Private Limited, Subhprada Greeneries Private Limited, The Kishore Trading Co Limited, The Swadeshi Commercial Co Limited, Uttaray Greenpark Private Limited, Virochanaye Greenfield Private Limited, Yasheshvi Greenhub Private Limited (“transferor Companies”) with the Company. As per the Scheme, the business of the transferor companies was transferred to the Company on a going concern basis. This Scheme has been accounted for based on the appointed date, as defined in the Scheme, which serves as the acquisition date for the accounting of business combinations under common control as per Ind AS 103, "Business Combinations," and the General Circular issued by the Ministry of

Corporate Affairs (MCA) on August 21, 2019, which mandates accounting treatment from the appointed date, i.e., April 01,2023. Accordingly figures of the previous year have been restated to give effect of the said scheme.

The comparative figures for financial year 2023-24 include total assets of Rs. 95,454.03 lakhs, total income of Rs. 9,551.23 lakhs, total net profit/(loss) after tax of Rs. 1,209.04 lakhs, total comprehensive income of Rs. 5,660.18 lakhs, and net cash inflows of Rs. 1,951.14 lakhs, as considered in the standalone financial statements of Transferor Companies. The financial statements of these entities have been audited by their respective auditors, and we have relied upon their audit reports. The auditors reports on these standalone financial statements have been provided to us by the management, and our opinion on the financial statements, to the extent of the amounts and disclosures related to these entities, is based solely on the reports of their respective auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of subsection (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.

2. A. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to

the best of our knowledge and belief were necessary for the purposes of our audit;

(b) Inouropinion, 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 paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;

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

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of

the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in “Annexure B” to this report;

B. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 44 to the standalone financial statements;

b. The Company has been no material foreseeable losses on long-term contracts including derivative contracts;

c. There has been no amount required to be transferred to the Investor Education and Protection Fund by the Company;

d. (i). The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 60(e) to the standalone financial statements, no funds have been advanced or loaned or invested (either from

borrowed funds or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediaries 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;

(ii) . The management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 60(e) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(iii) . Based on such audit procedures, 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 d(i) and d(ii) contain any material misstatement;

e. The Company has not declared and paid any dividend during the year. Therefore, reporting in this regard is not applicable to the Company.

f. Based on our examination, which included test checks, the Company has used accounting softwares SAP and Tally for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions (except certain tables in SAP) recorded in the accounting softwares. However, the feature of recording of audit trail (edit log) facility was not enabled at database level to log any direct data changes for the accounting software used for maintaining the books of account in SAP. Further, during the course of audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company, where maintained, as per the

statutory requirements for record retention.

C. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given

to us, the managerial remuneration paid/ provided by the Company for the year ended March 31,2025 is in accordance with the provisions of section 197 read with Schedule V to the Act.

	For : Singhi & Co. Chartered Accountants Firm Reg. No.: 302049E
Place : Noida (Delhi-NCR) Date : May 26, 2025	Rishhabh Surana Partner Membership No. 530367 UDIN: 25530367BMOOLG2703

Annexure A to Independent Auditors Report of even date to the members of Maharaja Shree Umaid Mills Limited on the Standalone Financial statements as of and for the year ended March 31,2025 (refer to in paragraph 1 of our report on the other legal and regulatory requirements)

I a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant & equipment however, the same need to be updated to give the effect of property, plant & equipment received from the transferor companies as per Scheme of Amalgamation.

(B) The Company has maintained proper records showing full particulars of intangible assets.

b. The Company has a regular programme of physical verification of its property, plant and equipment by which property, plant and equipment are verified in a phased manner over a period of three years, which in our opinion, is at reasonable intervals having regard to the size of the Company and nature its property, plant and equipment. During the year no physical verification has been conducted by the Company.

c. Based on the records examined by us, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) and included in Property, Plant & Equipment (note no. 3a, 3c, 4 and 11 to the Standalone Financial Statements) are held in the name of the Company except:

Description of property	Gross carrying value (As per title deed of exi sti n g holders)		Title deed held in the name of		Whether title deed holder is a promoter, director or their relative or employee		Period held (i.e. dates of capitalisation provided in range)			Reason or not being held in the name of the Company
Land	364.72		Janardan Wind Energy Pvt. Ltd.		No		06-04-2016/02-12-2016 & 03-01-2017			Free hold lands and Buildings acquired on through Scheme of amalgamation. However the Company is in the process of getting the same registered in its name.
	550.25		Palimarwar Solar House Pvt. Ltd.				30-08-2019
	204.64		Palimarwar Solar Project Pvt. Ltd.				25-08-2014
	57.52		Parmarth Wind Energy Pvt.Ltd.				28-01-2015/04-02-2014 & 05-02-2014
	9 . 94		Manifold Agricrops Pvt. Ltd.				23-08-2013
Buildings	664.32		Janardan Wind Energy Pvt. Ltd.				18-04-2017 & 30-03-2017
	662.33		Palimarwar Solar House Pvt. Ltd.				01-07-2021 & 21-10-2021
	81.21		Palimarwar Solar Project Pvt. Ltd.				13-04-2015 & 10-04-2016
	6.96		Sidhidata Solar Uria Ltd.				14-06-2015
Description of property		Gross carrying value (As per title deed of existing holders)		Title deed held in the name of		Whether title deed holder is a promoter, director or their relative or employee		Period held (i.e. dates of capitalisation provided in range)	Reason for not being held in the name of the Company
Right of use assets- Land		61.99		Sidhidata Solar Urja Ltd.		No		21-01-2014	Lease hold lands acquired on through Scheme of amalgamation. However the Company is in the process of getting the same registered in its name.
		12.04		Manifold Agricrops Pvt. Ltd.				21-08-2013

 

Description of property		Gross carrying value (As per title deed of ex isting holders)	Title deed held in the name of			Whether title deed holder is a promoter, director or their relative or employee	Period held (i.e. dates of capitalisation provided in range)		Reason for not being held in th 3 name of the Company
Investment Property- Land		18.99	Amalgamated Development Limited			No			Investment properties are acquired on through Scheme of amalgamation. However the Company is in the process of getting the same registered in its name.
		0.04
		0.13
		1.38	Mb Commercial Co. Limited
		0.86
		953.27					04-04-2012
		0.08	Calcutta Company Limited				19-03-1945
		1.06					03-03-1964
		0.59					13-12-1971
		1.11					21-01- 1967/29-11 - 1966/30-02- 1966/30-08- 1966 & 03-091966
		0.07					11-03-1946
		0.02					29/06/1949 & 28/03/1941
		3.20					22/09/1975,30- 09-1975,0610-1975 & 1010-1975
		190.84	Amritpay Greenfield Private Limited				16-01-2014
		318.33	Anantay Greenview Private Limited				28-02-2013
		250.70	Basbey Greenview Private Limited				21-04-2015
		188.70	Divyay Greeneries Private Limited				18-07-2014
		157.85	Golden Greeneries Private Limited				11/04/2014 & 09-04-2014
		137.01	Mahate Greenview Private Limited				29-10-2013
		108.58	Pu rnay Greenfield Private Limited				28-08-2017
		99.67	Sante Green hub Private Limited				16-042014,23-062014,26-042016 & 16-042014
		296.41	Sarvadeva Greenpark P rivate Limited				19-03-2013
		289.18	Sarvay Greenhub Private Limited				10-12-2013
		364.13	Sishiray Grrenview Private Limited				11-12-2014
		378.92	Subhprada Greeneries Private Limited				PAN=2 > 18-03-2013
		183.53	Uttaray Greenpark Private Limited				25-10-2013
		334.78	Virochanaye Greenfeild Private Limited				21-04-2014 & 04-08-2015
Description of property	Gross carrying value (As per title deed of existing holders)			Title deed he ld in the name of	Whether title deed holder is a promoter, director or their relative or employee			Period held (i.e. dates of capitalisation provided in range)		Reason for not being held in the name of the Company
Investment Property- Land & Buildings	15.83			MB Commercial Co. Limited	No			17-12-1996
	4.75			Kishore Trading Company Ltd	No			12-08-1971
	3.88			The Swadeshi Commercial Company Limited	No			18-03-1972
Inventory-Land	251.64			MB Commercial Co. Limited	No			02/12/1948, 17/03/1953, 19/04/1950, 13/08/1949		Land and Building held as inventory are acquired on through Scheme of amalgamation. However, the Company is in the process of getting the same registered in its name.
Inventory-Building	2,022.02							23/01/1936, 28/11/1923, 26/04/1935, 26/07/1954

d. On the basis of our examination of

records of the Company, the Company has not revalued any of its property, plant and equipment (including right of use assets) or intangible assets during the year. Therefore, provisions of clause 3(i)(d) of the Order are not applicable to the Company.

e. According to the information and

explanations given to us, no proceeding has been initiated or is pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and the rules made thereunder. Therefore, provisions of clause 3(i)(e) of the Order are not applicable to the Company.

(ii) a. According to the information and explanations given to us and records examined by us, the inventories have been physically verified by the management during

the year. In our opinion, coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and nature of its textile business. No discrepancies of 10% or more in the aggregate for each class of inventory to the extent physically verified by the Company were noticed as compared to the book records.

b. According to the information and explanations given to us and records examined by us, In textile business, the Company has been sanctioned working capital limits in excess of five crore rupees in textile business, in aggregate, from banks on the basis of security of current assets. Based on the records examined by us in the normal course of audit of the book of accounts, following difference in the quarterly returns or statements filed by the Company with such banks and the books of account of the Company were found.

(Rs. In lakhs
Bank Name	Quarter ending	Balance as per statements (Rs. In Lakhs)		Balance as per books of accounts (Rs. In Lakhs)		Difference (Rs. In Lakhs)
		Inventory	Trade Receivables	Inventory	Trade Receivables	Inventory	Trade Receivables
State Bank of India, Bank of Baroda, IDBI Bank and HDFC Bank	June-2024	8,196.39	4,340.40	8,204.48	4,396.95	(8.09)	(56.55)
	September- 2024	7,140.38	3,481.17	7,061.06	3,572.70	79.32	(91.53)
	December- 2024	10,21 9.70	4,211.95	10,034.54	4,349.06	185.16	(137.11)
	March- 2025	10,366.27	4,271.78	10,458.22	4,315.94	(91.95)	(44.16)

(iii) a. Based on the books of account examined by us and according to information and explanation given to us, the Company has granted loans or provided advances in the nature of loans, or stood guarantee, or provided security during the year to the followings:

Particulars (in ? Lakhs)	Guarantees	Security	Loans	Advances in nature of Loans
Aggregate amount granted/provided duringthe year:
-Subsidiary	-	-	-	-
-Associates	-	-	140.00	-
-Joint Ventures	-	-	-	-
-Others	-	-	4,953.85	-
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiary	-	-	-	-
-Associates	-	-	-	-
-Joint Ventures	-	-	-	-
-Others	-	-	1,504.32	-

b. In our opinion and according to the information and explanations given to us, the investments made during the year and the terms and conditions of the grant of loans are, prima facie, not prejudicial to the Companys interest.

c. The schedule of repayment of principal and payment of interest with respect to loans have been stipulated and repayments or receipts of interest have been regular during the year.

d. Based on the books of accounts

and other relevant records examined by us, there is no overdue amount remaining outstanding for more than ninety days as on the balance sheet date. Therefore, provisions of the clause 3(iii)(d) of the Order are not applicable to the Company.

e. There were no loans / advances in nature of loans which fell due during the year and were renewed / extended. Further no fresh loans were granted to same parties to settle the existing overdue loans / advance in nature of loan.

Therefore, provisions of the clause 3(iii)(e) of the Order are not applicable to the Company.

f. According to information and explanations given to us and based on the audit procedures performed, the Company has not granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Therefore, provisions of the clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) According to information and explanations given to us and based on audit procedures performed by us, the Company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of loan granted and investments made during the year (read with note no. 49.2 of the standalone financial statements). Further, the Company has not given any guarantee or security during the year. There is no loan granted or guarantee or security provided under section 185 of the Companies Act, 2013.

(v) The Company has not accepted any deposit or amount which are deemed to be deposits within the meaning of section 73 to 76 of the Companies Act, 2013. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company

pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 in respect of the Companys products to which the said rules are applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have not, however, made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(vii) a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise, Value Added tax, Cess and any other material statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities. There were no undisputed outstanding statutory dues as at the year-end for a period of more than six months from the date they became payable.

b. According to the information and explanation given to us and the records of the Company examined by us, there are no statutory dues referred to in subclause (a) on account of any dispute except the followings where amount has been quantified:

Name of Statute	Nature of disputed dues	Amount (Rs. in lakhs) *	Forum where dispute is pending	Related Period
The Income Tax Act, 1961	Disallowances of expenses and calculation of long-term capital gain	100.54	Commissioner of Income-tax (Appeal), Jaipur	Assessment Year 2009-10, 2011 - 2012, 2013-14 and 2014-15
The Rajasthan Value Added Tax Act, 2003	Disallowance of input VAT credit and interest, penalty thereon	1,481.22	Honble High Court, Jodhpur	2009-10 to 2017 - 18
The Rajasthan Value Added Tax Act, 2003	Disallowance of input VAT credit and interest, penalty thereon	126.50	Deputy Commissioner, DC, Jodhpur	2012-13
The Rajasthan Electricity Duty Act, 1962	Electricity Duty, Water Conservation Cess, Urban Cess and Cross Subsidy Surcharge on power supplied by a vendor	1,364.72	Honble High Court, Jodhpur	04.07.2010 to 31.03.2015
The Income Tax Act, 1961	Income Tax Claim not acknowledged as debts for A.Y 2015-16	1.18	Commissioner of Income-tax (Appeal),	A.Y 2015-16

* Net of deposits and to the extent amount quantified by the respective authorities.

(viii) According to the information and

explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any

transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

(ix) a. The Company has not defaulted in repayment of loans or other borrowings or in the payment of

interest thereon during the year.

b. According to the information and

explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or Government or any Government authority.

c. Based on the books of account examined by us, term loans availed during the year, were applied for the purpose for which the loans were obtained.

d. According to the information and

explanations given to us, and the procedures performed by us and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on shortterm basis during the year have been used for long-term purposes by the Company.

e. According to the information and

explanation given to us, in our opinion, during the year, the company has not raised loans on the pledge of securities held in its subsidiary companies and associates. The Company has no joint ventures. Therefore, the provisions of clause 3(ix)(e) and 3(ix)(f) of the Order are not applicable to the Company.

(x) a. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Therefore, the provisions of clause 3(x)(a) of the Order are not applicable to the Company.

b. During the year, pursuant to a Scheme of Amalgamation approved by the Honble NCLT, the Company has issued Optionally Convertible Redeemable Preference Shares (OCRPS) to the existing OCRPS shareholders and Optionally Convertible Redeemable Debenture (OCRD) to the existing OCRD shareholders of the transferor company. This issuance was made in accordance with Section 232(3)(b) of the Companies Act, 2013 and does not attract the provisions of Section 42 or Section 62. Therefore, the provisions of clause 3(x)(b) of the Order are not applicable to the Company.

(xi) a. Based upon the audit procedures performed and considering the principles of materiality outlined in Standards on Auditing, for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company noticed or reported during the year nor have we been informed of any such case by the management during the course of the audit.

b. According to the information and explanation given to us, no report under subsection (12) of section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 1 3 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year.

c. According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and details for the related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.

(xiv) a. In our opinion, the Company has an

internal audit system commensurate with the size and nature.

b. We have considered internal audit reports issued till date for the period under audit.

(xv) According to the information and explanations given to us, in our opinion, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them as referred to in section 192 of the Companies Act, 2013. Therefore, the provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) a. In our opinion, the Company is not

required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provisions of clause 3(xvi)(a) of the Order are not applicable to the Company.

b. In our opinion, the Company has not conducted any Non-Banking Financial

or Housing Finance activities during the year. Therefore, the provisions of clause 3(xvi)(b) of the Order are not applicable to the Company.

c. In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause 3(xvi)(c) of the Order are not applicable to the Company.

d. According to the representations given to us, there is no CIC as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Therefore, the provisions of clause 3(xvi)(d) of the Order are not applicable to the Company.

(xvii) The Company has not incurred cash losses in current year and in the immediately preceding financial year. Therefore, the provisions of clause 3(xvii) of the Order are not applicable to the Company.

(xviii) There has been no resignation of statutory auditors during the year. Therefore, the provisions of clause 3(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of

financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of standalone balance sheet as and when they fall due within a period of one year from the standalone balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the standalone balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Company has no unspent amount relating to CSR activity, which is required to be transferred to a fund specified in Schedule VII to the Companies Act 2013. Therefore, the provisions of clause 3(xx) of the Order are not applicable to the Company.

	For: Singhi & Co. Chartered Accountants Firm Reg. No.: 302049E
Place : Noida (Delhi-NCR) Date : May 26, 2025	Rishhabh Surana Partner Membership No. 530367 UDIN: 25530367BMOOLG2703

Annexure B to Independent Auditors Report of even date to the members of Maharaja Shree Umaid Mills Limited on the Standalone Financial Statements as of and for the year ended on March 31, 2025 (refer to in paragraph 2A(g) of our report on other legal and regulatory requirements)

We have audited the internal financial controls with reference to standalone financial statements of Maharaja Shree Umaid Mills Limited (the Company”) as of March 31,2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to the standalone financial statement based on the internal control over the financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial

statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements an d their operatin g effectiveness. Our audit of Internal Financial Controls with reference to standalone financial statements included obtaining an understanding of Internal Financial Controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial controls with reference to standalone financial statements

A Companys Internal Financial Controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with reference to standalones financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the criteria for internal control with reference to standalone financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI however the same needs to be further strengthened with respect to the renewable energy and financing and investment business.

	For: Singhi & Co. Chartered Accountants Firm Reg. No.: 302049E
Place : Noida (Delhi-NCR) Date : May 26, 2025	Rishhabh Surana Partner Membership No. 530367 UDIN: 25530367BMOOLG2703