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, 2026, 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 ended on that date, and notes to the Standalone financial statement including summary of the material accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements") in which are included branch consisting of renewable energy, Financing and investment office/ activity of the company audited by the branch auditors of the company.
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 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, 2026, the Loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("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 standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to the following matters in respect of the Standalone Financial Statements of the Company.
a. Stamp duty payable in respect of immovable properties of the erstwhile transferor companies, consequent upon the change in the name of the Company pursuant to the amalgamation approved by the Honble NCLT vide Order dated 16th March 2026, has not been provided for in these accounts. [Refer Note No. 56].
b. Certain immovable properties included under Property, Plants and Equipment and Investment Properties continue to remain in the name of the erstwhile transferor companies. [Refer Note No. 56]
Our opinion is not qualified in respect of the above matters.
Information Other than the Standalone Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report, but does not include the standalone 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.
Maharaja Shree Umaid Mills Limited (Standalone)
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 other information as identified above, 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 regulations.
Responsibility of Managements and Those Charged with Governance for the Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of 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 flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. 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 Companys 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 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone 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 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.
Maharaja Shree Umaid Mills Limited (Standalone)
? 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 matters
1. The Honble National Company Law Tribunal (NCLT), Kolkata Bench through their orders dated March 16, 2026 approved the Scheme of Amalgamation ("the Scheme") under Sections 230-232 of the Companies Act, 2013, between Agrajay Greeneries Private Limited, Akruray Greenhub Private Limited, Chakrine Greenfield Private Limited, Dakshay Greeneries Private Limited, Dakshinay Greenpark Private Limited, Eminence Agrifield Private Limited, Eminence Cropfield Private Limited, Eminence Harvest Private Limited, Jiwanay Greenview Private Limited, Kapilay Greeneries Private Limited, Mantray Greenpark Private Limited, Placids Limited, Pratapnay Greenfield Private Limited, Rawaye Greenpark Private Limited, Santay Greenfield Private Limited, Sidhyayi Greenview Private Limited, Subiray Greeneries Private Limited, Sukhday Greenview Private Limited, Suruchaye Greeneries Private Limited, Swastine Greenpark 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, 2024. Accordingly figures of the previous year have been restated to give effect of the said scheme.
The comparative figures for financial year 2024-25 include total assets of Rs.1,38,516.03 lakhs, total income of Rs.3,791.98 lakhs, total net profit/(loss) after tax of Rs.1,478.94 lakhs, total comprehensive income of Rs.4,714.25 lakhs, and net cash outflows of Rs.206.91 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.
2. The standalone financial statements include total assets of Rs.1,46,911.60 lakhs, total income of Rs.12,464.02 lakhs, total net profit/(loss) after tax of Rs.441.03 lakhs, total comprehensive loss of Rs.1,012.77 lakhs, and net cash inflows of Rs.3,658.76 lakhs for the financial year 2025-26, as considered in the financial statements of Power and Investment branch of the company included in the Statement. The said financial statements have been audited by the branch auditors, whose reports have been furnished to us by the branch auditors, and our conclusion is so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the reports of such branch 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 in terms of Section 143(11) of the act, we give in "Annexure A" a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.
2. 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 purpose of our audit;
Maharaja Shree Umaid Mills Limited (Standalone)
(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of accounts as required by law have been kept by the Company so far as 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) In our opinion proper returns/financial statements from branches have been received and found them adequate for the purpose of audit;
(d) 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 Flow dealt with by this Report are in agreement with the relevant books of account.
(e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended;
(f) On the basis of written representations received from the directors, as on March 31, 2026 and taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2026, from being appointed as a director in terms of section 164 (2) of the Act.
(g) The modification 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;
(h) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";
(i) 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 31st March, 2026 is in accordance with the provisions of Section 197 read with Schedule V to the Act.
(j) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. (Refer Note No. 44).
ii. The Company did not have any long term contracts including derivative contracts, for which there were any material foreseeable losses as at March 31, 2026.
iii. There are no amounts which are 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 entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or 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 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; and
(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.
Maharaja Shree Umaid Mills Limited (Standalone)
v. The company has not declared and paid any dividend during the year. Therefore, reporting in this regard is not applicable to the company.
vi. Based on our examination which included test checks, the Company has used accounting software SAP and Tally for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions (except certain tables in SAP) recorded in the respective software. 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 our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph (1) of ‘Report on other Legal and Regulatory Requirements of our Independent Auditors Report of even date to the members of the Maharaja Shree Umaid Mills Limited, on the Standalone financial statements for the year ended on 31st March, 2026, we report that:
(i) In respect of the Companys Property, Plant and Equipment (PPE) and intangible Assets:
a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets covered under Ind AS 116, ‘Leases however, the same need to be updated to give the effect of property, plant and 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) 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 a regular program of physical verification of its Property, Plant and Equipment by which all the property, plant and equipment have been physically verified in a phased manner by the management during the year which in our opinion is reasonable, having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (including investment properties) held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), appearing in the books of Company are held in the name of the Company, except for the following properties, for which the Companys management is in the process of getting the registration in the name of the Company:
| Description of property | Gross carrying value (Rs. in lakhs) | Title deed held in the name of | Whether promoter, director or their relative or employee | Period held | Reason for not being held in name of company |
| Freehold Land | 204.64 | Palimarwar Solar Project Pvt. Ltd. | No | 25-08-2014 | Freehold land and buildings acquired pursuant to the Scheme of Amalgamation are yet to be registered in the name of the Company, and the Company is in the process of completing the registration formalities. |
| Freehold Land | 57.52 | Parmarth Wind Energy Pvt. Ltd. | No | 28-01-2015 / 04-02-2014 & 05-02-2014 | |
| Buildings | 664.32 | Janardan Wind Energy Pvt. Ltd. | No | 18-04-2017 & 30-03-2017 | |
| Buildings | 662.33 | Palimarwar Solar House Pvt. Ltd. | No | 01-07-2021 & 21-10-2021 | |
| Buildings | 81.21 | Palimarwar Solar Project Pvt. Ltd. | No | 13-04-2015 & 10-04-2016 | |
| Buildings | 6.96 | Sidhidata Solar Urja Ltd. | No | 14-06-2015 | |
| Land | 61.99 | Sidhidata Solar Urja Ltd. | No | 21-01-2014 | Leasehold lands acquired pursuant to the Scheme of Amalgamation are yet to be registered in the name of the Company, and the Company is in the process of completing the registration formalities. |
| Land | 12.04 | Manifold Agri-crops Pvt. Ltd. | No | 21-08-2013 | |
| Land | 182.00 | Agrajay Green-eries Pvt. Ltd. | No | 24-10-2015 | Investment properties acquired pursuant to the Scheme of Amalgamation are yet to be registered in the name of the Company, and the Company is in the process of completing the registration formalities. |
| Land | 38.59 | Akruray Green-hub Pvt. Ltd. | No | 16-04-2014 | |
| Land | 85.78 | Chakrine Green-field Pvt. Ltd. | No | 10-07-2015 | |
| Land | 55.10 | Dakshay Green-eries Pvt. Ltd. | No | 12-06-2015 | |
| Land | 165.55 | Dakshinay Gree-npark Pvt. Ltd. | No | 31-03-2014 |
Maharaja Shree Umaid Mills Limited (Standalone)
| Description of property | Gross carrying value (Rs. in lakhs) | Title deed held in the name of | Whether promoter, director or their relative or employee | Period held | Reason for not being held in name of company |
| Land | 80.16 | Eminence Agrifield Pvt. Ltd. | No | 28-03-2014 | Investment properties acquired pursuant to the Scheme of Amalgamation are yet to be registered in the name of the Company, and the Company is in the process of completing the registration formalities. |
| Land | 82.95 | Eminence Cropfield Pvt. Ltd. | No | 28-03-2014 | |
| Land | 149.90 | Eminence Harvest Pvt. Ltd. | No | 23-04-2014 | |
| Land | 291.22 | Mantray Greenpark Pvt. Ltd. | No | 16-11-2015 | |
| Land | 503.60 | Placid Limited | No | 22-03-2022 | |
| Building | 1,754.55 | Placid Limited | No | 22-03-2022 | |
| Building | 253.38 | Placid Limited | No | 05-10-2018 | |
| Land | 3.81 | Placid Limited | No | 1946-1954 | |
| Land | 246.56 | Pratapnay Greenfield Pvt. Ltd. | No | 07-06-2015 | |
| Land | 54.67 | Rawaye Greenpark Pvt. Ltd. | No | 01-11-2014 | |
| Land | 161.37 | Santay Greenfield Pvt. Ltd. | No | 31-03-2014 | |
| Land | 112.87 | Sidhyayi Greenview Pvt. Ltd. | No | 09-02-2015 | |
| Land | 166.64 | Subiray Greeneries Pvt. Ltd. | No | 29-03-2014 | |
| Land | 91.42 | Sukhday Greenview Pvt. Ltd. | No | 15-04-2014 | |
| Land | 108.48 | Suruchaye Greeneries Pvt. Ltd. | No | 03-06-2019 | |
| Land | 47.07 | Swastine Greenpark Pvt. Ltd. | No | 09-04-2014 | |
| Land | 71.98 | Jiwanay Greenview Pvt. Ltd. | No | 10-07-2015 | |
| Land | 62.97 | Kapilay Greeneries Pvt. Ltd. | No | 10-07-2015 | |
| Building (Shapoorji Flat) | 39.07 | Kapilay Greeneries Pvt. Ltd. | No | 26-09-2025 | |
| Freehold Land | 0.01 | Amalgamated Development Ltd. | No | NA | |
| Freehold Land | 0.04 | Amalgamated Development Ltd. | No | NA | |
| Freehold Land | 0.13 | Amalgamated Development Ltd. | No | NA | |
| Freehold Land | 0.86 | Mb Commercial Co. Limited | No | NA | |
| Land | 500.51 | Shri Govind Kripa Buildmart Pvt. Ltd. (acquired from Placid Ltd.) | No | 03-08-2013 | |
| Freehold Land | 0.08 | Calcutta Company Ltd. | No | 19-03-1945 | |
| Freehold Land | 1.06 | Calcutta Company Ltd. | No | 03-03-1964 |
Maharaja Shree Umaid Mills Limited (Standalone)
d) According to the information and explanation given to us and on the basis of our examination of the records, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year. Accordingly, reporting under clause 3(i)(d) of the Order is not applicable.
e) According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no proceedings initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
Maharaja Shree Umaid Mills Limited (Standalone)
(ii) a) According to the information and explanation 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 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.
| Bank Name | Period | 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 - 2025 | 9,478.86 | 3,798.00 | 9,480.15 | 3,693.81 | (1.29) | 104.19 |
| September - 2025 | 7,816.99 | 5,141.61 | 7,792.32 | 4,932.86 | 24.67 | 208.75 | |
| December - 2025 | 10,302.67 | 4,682.88 | 10,297.57 | 4,450.49 | 5.10 | 232.39 | |
| March - 2026 | 10,407.35 | 4,822.14 | 10,449.22 | 4,874.89 | (41.87) | (52.75) | |
(iii) (a) The Company has granted loans or provided advances in the nature of loans, or stood guarantee or provided security to subsidiaries/ Joint Ventures/ Associates/ Others during the year as per details given below:
(Rs. in Lakhs)
| Particulars | Guarantees | Security | Loans | Advances in the nature of loans |
| Aggregate amount provided/granted during the year: | ||||
| - Subsidiaries | - | - | 24,883.00 | - |
| - Joint Ventures | - | - | - | - |
| - Associates | - | - | 248.00 | - |
| - Others | - | - | 110.00 | - |
| Balance outstanding as at balance sheet date in respect of above cases: | ||||
| - Subsidiaries | - | - | 35,119.33 | - |
| - Joint Ventures | - | - | - | - |
| - Associates | - | - | 755.00 | - |
| - Others | - | - | 305.06 | - |
(b) In our opinion and according to the information and explanations given to us, the investments made, guarantees provided, security given and terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are, prima facie, not prejudicial to the Companys interest.
(c) In our opinion and according to the information and explanations given to us, with respect to loans granted by the Company, where the schedule of repayment of principal and payment of interest has been stipulated, the repayments of principal amounts and receipts of interest have generally been regular.
(d) According to the information and explanation given to us and basis of our examination of the records of the Company, the total amount which is overdue for more than 90 days as at 31st March 2026 in respect of loans or advances in the nature of loans granted to such companies, firms, LLPs or other parties is as follows:
| Particulars | Amount (? in lakhs) | No. of Cases | Remarks, if any |
| Principal | 1535.19 | 5 | - |
| Interest | 565.76 | - | Due from one borrower |
Total |
2100.95 |
6 |
- |
Reasonable steps have been taken by the Company for recovery of such principal amounts and interest.
Maharaja Shree Umaid Mills Limited (Standalone)
(e) The company has granted loans or advances in the nature of loans which had fallen due during the year and was/were repaid on or before the due date. Further, no fresh loans were granted to any party to settle the overdue loans/advance in nature of loan.
(f) According to information and explanation 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 185 and 186 of the Companies Act, 2013 in respect of loan granted and investments made during the year. 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) In our opinion and according to information and explanations given to us, the Company has not accepted any deposits from the public and hence provisions of Sections 73 to 76 and other relevant provision of the Act and Companies (Acceptance of Deposits) Rules, 2014 are not applicable. Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Rules, 2014 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.
(vii) a) In our opinion and according to information and explanations given to us and based on the audit procedures performed by us, the undisputed statutory dues including Goods and Services 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 statutory dues have generally been regularly deposited by the company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2026 for a period more than six months from the date of becoming payable.
b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
| Name of the statute | Nature of dues | Gross Amount (Rs. in lacs) | Amount Paid Under Protest (Rs. in lacs) | Period to which the amount relates | Forum where dispute is pending |
| Income Tax Act, 1961 | Disallowance of expenses and calculation of long-term capital gain | 1,249.21 | - | AY 2009-10, 2011-12, 2013-14, 2014-15 | Commissioner of Income-tax (Appeal) Jaipur |
| The Rajasthan Value Added Tax Act, 2003 | Disallowance of input VAT credit and interest, penalty thereon | 2,541.65 | - | 2009-2010 to 2017-2018 | Honble High Court, Jodhpur |
| The Rajasthan Value Added Tax Act, 2003 | Disallowance of input VAT credit and interest, penalty thereon | 180.22 | - | 2012-2013 | Deputy Commissioner, DC, Jodhpur |
| The Rajasthan Electricity Duty Act, 1962 | Electricity Duty, Water Conservation Cess, Urban Cess, and cross subsidy Surcharge on power supplied by a vendor | 1,199.77 | - | 04.07.2010 to 31.03.2015 | Honble High Court, Jodhpur |
Pursuant to matters relating to erstwhile company Placid Ltd |
|||||
| Income Tax Act, 1961 | Income Tax | 24.84 | - | 2006-2007 | Appellate Tribunal |
| Income Tax Act, 1961 | Income Tax | 9.94 | - | 2008-2009 | CIT (Appeal) – 1 |
| Income Tax Act, 1961 | Income Tax | 12.12 | - | 2009-2010 | Appellate Tribunal |
Pursuant to matters relating to erstwhile company Amalgamated Development Ltd |
|||||
| Income Tax Act, 1961 | Income Tax | 0.94 | - | 2015-2016 | - |
Maharaja Shree Umaid Mills Limited (Standalone)
(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. Accordingly, the reporting under clause 3(viii) of the Order are not applicable.
(ix) a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
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 other lender.
c) In our opinion and according to the information and explanations given to us, the term loans availed during the year, were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in readily realizable liquid investments.
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 short-term basis have been used for long-term purposes by the Company.
e) According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, reporting under clause 3(ix)(e) of the Order is not applicable.
f) According to the information and explanations given to us and procedures performed by us, we report that the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable.
(x) a) The company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.
b) During the year, pursuant to a Scheme of Amalgamation approved by the Honble NCLT, the Company has issued equity share capital to the existing shareholder 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) According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no case of material fraud by the Company or on the Company has been noticed or reported during the year.
b) We have not submitted any report under subsection (12) of section 143 of the Companies Act, 2013 in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this audit report.
c) According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year.
(xii) According to information and explanation given to us, in our opinion, the Company is not a Nidhi Company. Therefore, the reporting under clause 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given by the management and based on our examination, the transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable. The Company has disclosed the details of the related party transactions in the Notes to 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 of its business.
b) We have considered internal audit reports issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act. Accordingly, reporting under clause 3(xv) of the Order is not applicable to the company.
Maharaja Shree Umaid Mills Limited (Standalone)
(xvi) a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.
b) According to the information and explanations provided to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities therefore the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.
c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.
d) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.
(xvii) Based on our examination of the books and records of the Company, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year. Accordingly, reporting under clause 3(xvii) of the Order is not applicable to the Company.
(xviii) There has been no resignation of the Statutory Auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is 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 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 Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due within a period of one year from the 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 balance sheet date, will get discharged by the Company as and when they fall due.
(xx) a) In our opinion and according to the information and explanations given to us, there is no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Act in compliance with second proviso to sub-section (5) of Section 135 of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.
b) There were no amount remaining unspent under sub-section (5) of section 135 of the Act, pursuant to any ongoing projects.
ANNEXURE B FORMING PART OF INDEPENDENT AUDITORS REPORT
Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act").
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, 2026 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 standalone financial statements based on the internal control over 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 Institute of Chartered Accountants of India. 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 Act.
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, issued by ICAI and deemed to be 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 and, both issued by the Institute of Chartered Accountants of India. 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 financial statements were 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 and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, 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 with reference to standalone financial statements.
Meaning of Internal Financial Controls over Financial Reporting
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 financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls 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 unauthorised 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 standalone financial statements
Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Maharaja Shree Umaid Mills Limited (Standalone)
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, 2026, based on the internal financial controls with reference to standalone financial statements 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 Institute of Chartered Accountants of India.
For Kalani & Co LLP |
| Chartered Accountants |
| FRN : 000722C/C400390 |
[Deepak Khandelwal] |
| Partner |
| Membership No. 409520 |
| Place : Jaipur |
| Date : 26th May, 2026 |
UDIN : 26409520QYVOUU6976 |
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