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Usha Martin Ltd Auditor Reports

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Usha Martin Ltd Share Price Auditors Report

To the Members of Usha Martin Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of

Usha Martin Limited (the Company), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss, including the statement of Other

Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information in which are included the financial statements of Usha Martin Employees Welfare Trust which have been audited by the other auditor for the year ended on that date.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of other auditor on separate financial statements and on the other financial information of the Usha Martin Employees Welfare Trust, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ( 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, 2026, its profit including other comprehensive income, its cash flows and the changes in equity 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 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 38 (a) and 38 (b) regarding the attachment of certain land parcels at Ranchi in connection with sale of iron ore fines in prior years aggregating Rs. 19,037 Lakhs allegedly made in contravention of terms of the mining lease. Proceedings initiated by Enforcement of Directorate (ED) and Central Bureau of Investigation (CBI) are ongoing under the provisions of Prevention of Money

Laundering Act, 2002 (PMLA), Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860 against the

Company and certain Company personnel in relation to matters as detailed in the said note. Managements response on these proceedings is also detailed in the said note. Pending final outcome of the on-going proceedings and basis managements assessment, no adjustment to these standalone financial statements in this regard have been considered necessary by the management.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the

Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition (as described in Note 2A(c) and Note 20 of the standalone financial statements)
For the year ended March 31, 2026, the Company has recognised revenue from contract with customers of Rs.2,20,803 lakhs. Our audit procedures included the following:
Revenue from contract with customers (hereinafter referred to as \u2018Revenue\u2019) is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company is entitled to in exchange for those goods or services. \u2022 Assessed the Company\u2019s revenue recognition accounting policies in line with Ind AS 115 ( \u201c Revenue from contracts with customers\u201d).
The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. The risk is therefore, that revenue is not recognised in accordance with Ind \u2022 Obtained an understanding of revenue process including testing the design and operating effectiveness of controls related to revenue recognition.
AS 115 \u2018 Revenue from contracts with customers \u2019 , and accordingly, it was determined to be a key audit matter. \u2022 Performed procedures for a sample of revenue transactions at year end to assess whether they were recognised at the correct period by corroborating terms of sales arrangement and date of revenue recognition to third party support such as bills of lading, lorry receipt etc.
\u2022 Compared revenue with historical trends and where appropriate, conducted further enquiries and testing to corroborate unusual variances noted.
Assessed disclosures in the standalone financial statements in respect of revenue as specified in Ind AS 115.
Provision and Contingencies (as described in Note 2A(m), Note 17, Note 30C(iii) and Note 38 of the standalone financial statements)
The Company has accrued liabilities of Rs. 2,294 lakhs as shown in Note 17 and contingent liabilities of Rs. 22,013 lakhs as disclosed in Note 30C(iii) as at 31 st March, 2026. Our audit procedures included the following: \u2022 Obtained listing of all disputes pending before various judicial or relevant tax/ regulatory authorities.
Claims and exposures relating to litigation have been identified as a key audit matter due to the complexities involved in these matters, timescales involved for resolution and the potential financial impact of these on the standalone financial statements. \u2022 Enquired and discussed the above listing with Head of Legal and Heads of relevant Functions to assess the completeness and management position with regard to the probability of towards matter under disputes.
Further, significant management judgement is involved in unfavorable outcome of disputes and provision recognised assessing the exposure of each case and thus a risk that such cases may not be adequately provided for or disclosed. Accordingly, it has been considered as a key audit matter.
\u2022 Engaged with our relevant tax specialists for taxation matters under dispute to assess management\u2019s position of outcome of significant objectivity and competence of the specialists.
\u2022 Reviewed opinions obtained by the management from relevant external legal experts to assess management\u2019s position of outcome of significant recognised.
\u2022 Assessed the relevant disclosures made within the standalone financial statements as per the requirements of relevant accounting standards.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditors report thereon.

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 and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management 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 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, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards)

Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 and Board of Directors are 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.

Those Board of Directors are also responsible for overseeing the Company s 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, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures 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 Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the Company of which we are the independent auditors to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of the components which have been audited by us. For the Usha Martin Employees Welfare Trust included in the standalone financial statements, which have been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements and other financial information, in respect of Usha Martin Employees Welfare Trust, whose financial statements include total assets of Rs. 1,306 lakhs as at March 31, 2026, and total revenues of Rs. Nil and net cash outflows of Rs. 0.65 lakhs for the year ended on that date. These financial statements and other financial information of the Usha

Martin Employees Welfare Trust have been audited by other auditor, whose financial statements, other financial information and auditors report have been furnished to us by the management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of Usha Martin Employees Welfare Trust and our report on Other Legal and Regulatory Requirements below is based solely on the report of such other auditor. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor s Report) Order, 2020 ( the Order ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(j)(vi) below on reporting under Rule 11(g); (c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under Section 133 of the

Act, read with Companies (Indian Accounting

Standards) Rules, 2015, as amended;

(e) The matter described in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company; (f) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of

Section 164 (2) of the Act;

(g) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(j)(vi) below on reporting under Rule 11(g);

( With respect to the adequacy of the internalh) financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in Annexure 2 to this report; (i) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid/ provided by the Company to its directors 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, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer Note 17, Note 30C(iii) and Note 38 to the standalone financial statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There has been no delay in transferring amounts, 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, as disclosed in the note 43(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate

Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 43(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement. v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note B of Statement of Changes in Equity to the standalone statements, the Board of Directors of the

Company have proposed the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the

Act to the extent it applies to declaration of dividend. vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes which can be made using privileged / administrative access rights, as described in Note 41 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software where the audit traildividendfor has been enabled. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Shivam Chowdhary

Partner

Membership Number: 067077 UDIN: 26067077LUKOJC9144

Place of Signature: Kolkata

Date: April 30, 2026

Annexure 1

referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date

Re: Usha Martin Limited (the Company)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

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

(b) Property, plant and equipment are physically verified by the management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the property, plant and equipment were physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) included in property, plant and equipment and right-of-use assets as reported in Note 3A and Note 4A to the standalone financial statements are held in the name of the

Company except for:

Gross
Description Period held \u2013 indicate Reason for not being held in
of item of property carrying value (Rs. in Lakhs) Held in the name of director or their Whether promoter, relative or employee range, where appropriate the name of the Company
Freehold Land 2,063 Usha Martin Black Wire Ropes Limited No 02-05-1972 and 24-04-1974 The property was purchased through registered deeds dated 02-05-1972 & 24-04-1974 respectively by Usha Martin Black Wire Ropes Limited which merged with Usha Beltron Limited which is the erstwhile name of the Company.
Freehold Land 50 Usha Ismal Limited No 21-04-1980 The property was purchased through registered deeds dated 21-04-1980 by Usha Ismal Limited which merged with Usha Martin Industries Limited. Further, Usha Martin Industries Limited had merged with Usha Beltron Limited and the name of the merged entity was changed to Usha Martin Limited.
Freehold Land 42 Usha Martin Industries Limited No 18-01-1990 The property was purchased through an agreement of sale dated 18-01-1990 by Usha Martin Industries Limited which merged with Usha Beltron Limited. The name of merged entity was changed to Usha Martin Limited with effect from 01-05-2003.
Freehold 282 Mr. V. Mishra, No Various tranches Being transferred in the name of the
land Mr. B. Tiwary, during the period Company through a legal process.
2005 2013
Mr. B. Lal,
Mr. D. Agarwal,
Mr. V. Kashyap,
Mr. S. Verma
Gross
Description Period held \u2013 indicate Reason for not being held in
of item of property carrying value (Rs. in Lakhs) Held in the name of director or their Whether promoter, relative or employee range, where appropriate the name of the Company
Building 8 Usha Martin 18-01-1990 The property was purchased
Industries Limited No through an agreement of sale
dated 18-01-1990 by Usha Martin
Industries Limited. Further, Usha
Martin Industries Limited had
merged with Usha Beltron Limited
and the name of the merged entity
was changed to Usha Martin Limited.
Building 7 Usha Ismal Limited No 16-10-1990 The property was purchased
through a registered deed dated
16-10-1990 by Usha Ismal Limited
which was merged with Usha Martin
Industries Limited.
Further, Usha Martin Industries
Limited had merged with Usha
Beltron Limited and the name of the
merged entity was changed to Usha
Martin Limited.
Leasehold 8 Ranchi Industrial No 06-12-1984 Company has obtained the allotment
Land Area Development letter in its name and execution of
Authority lease deed is in process.

( The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangibled) assets during the year ended March 31, 2026.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the

Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder. Therefore, the requirements of paragraph 1(e) of the Order are not applicable and hence not commented upon.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Inventories lying with third parties have been confirmed by them as at year end. No discrepancies of 10% or more in aggregate for each class of inventory (including inventories lying with third parties) were noticed.

(b) As disclosed in Note 15(i) to the standalone financial statements, the Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the standalone financial statements, the quarterly returns/statements filed by the Company with such banks are not in agreement with the unaudited books of accounts of the Company and the details are as follows:

Unaudited Amount as
amount as per reported in the Discrepancy*
Quarter books of accounts (Rs. in Lakhs)
(Rs. in Lakhs) quarterly return / statement
(Rs. in Lakhs)
June25
Trade Receivable 29,384 30,741 (1,357)
Inventories 32,953 32,793 160
Sep25
Trade Receivable 30,090 30,086 4
Dec25
Inventories 30,549 29,197 1,352

*The quarterly statements submitted to banks were prepared and filed before the completion of financial statement closure activities including Ind AS adjustments / reclassification and regrouping as applicable, which led to these differences between final books of accounts and provisional quarterly statement submitted to banks.

The Company do not have sanctioned working capital limits in excess of Rs. five crores in aggregate from institutions during the year on the basis of security of current assets of the Company.

(iii) ( During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provideda) security to companies, firms, Limited Liability Partnerships or any other parties other than as mentioned below:

Particulars Guarantee Loans
(Rs. in Lakhs) (Rs. in Lakhs)
Aggregate amount of guarantee / loans provided during the year
- Employees - 58
- Others 812 -
Balance outstanding as at balance sheet date in respect of above cases
- Employees - 143
- Others 642 -

( During the year, the terms and conditions of theb) loans granted to its employees and guarantees provided to other parties are not prejudicial to the Companys interest. The Company has not made investments, provided security and granted advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties during the year.

(c) (i) In respect of loans granted during the year and outstanding as at the beginning of the year by the Company to its employees, the schedule of repayment of principal has been stipulated and the repayment of principal has been regular.

(ii) Read with note 5 (ii) and note 9 (iv) to the standalone financial statements, in respect of loan granted to the wholly owned subsidiary companies in an earlier year, the schedule of repayment of principal and payment of interest has been stipulated. The repayment of principal to the extent due and the receipt of interest has been regular during the year.

The Company has not granted loans and advances in the nature of loans to companies, firms, Limited

Liability Partnerships or any other parties other than as stated above.

(d) Read with note 5 (ii) and note 9 (iv) to the standalone financial statements, there are no amounts of loans granted to its wholly owned subsidiary companies and employees which are overdue for more than ninety days. The Company has not granted loans or advances in the nature of loans to firms, Limited Liability Partnerships or any other parties.

(e) There were no loans or advance in the nature of loan granted to companies, firms, Limited

Liability Partnerships or any other parties which was fallen due during the year, that have been settle the overdues of existing loans given to the same parties.

(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited

Liability Partnerships or any other parties. (iv) In our opinion and according to the information and explanations given to us, provisions of section 185 are not applicable to loans given, investments made, guarantees and security provided by the Company. Therefore, the reporting requirements of clause (iv) of the Order are not applicable and hence not commented upon. In respect of loans and advances given, investments made and guarantees and securities given, the Company has complied with the provisions of Section 186 of the Companies Act, 2013.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections

73 to 76 of the Companies Act, 2013 and the rules made thereunder, to the extent applicable. Therefore, the requirement to report on clause 3(v) of the Order is not applicable and hence not commented upon.

(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 manufacture of wire and wire rope products and allied machineries and are of the opinion that, prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same. (vii) a) Undisputed statutory dues including provident fund, employees state insurance, income-tax, duty of custom, goods and service tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited with appropriate authorities.

Name of the statute Nature of dues Amount* (Rs. in lakhs) Period to which the amount relates Forum where the dispute is pending
Central and Duty of Central 881 2008-09, 2009-10, 2011-12 to Sales Tax/Value Added Tax
State Sales Tax and State Sales 2013-14 Appellate Tribunal
/ Value Added Tax, Value Added 102 2013-14 Deputy Excise and Taxation
Tax Act Tax and Entry Commissioners (Appeal)
Tax 3 2004-05 Joint Commissioner of Sales Tax,
Mumbai
3,132 2010-11, 2011-12 Assistant Excise and Taxation
Commissioner
359 2013-14 and 2015-16 Bombay High Court
16 2003-04 Assistant Commissioner,
Chennai
11 2010-11 Additional Commissioner of
Commercial Taxes
2 2010-11 Madhya Pradesh High Court
Central Excise Duty of Excise 797 2011-12, 2014-2015 Appellate Tribunal
Act, 1944 20 2009-10 and 2014-15 Commissioner of Central Excise
(Appeals)
Finance Act, Service Tax 669 2016-17, 2017-18 Commissioner Goods and
1994 Services Tax and Central Excise
4 2004-09 Assistant Commissioner
16 2005-06 to 2007-08 Joint Commissioner of Central
Excise
18 2001-02 Commissioner of Central Excise
(Appeals)
Goods & Service Goods and 643 2018-19, 2019-20 Commissioner Appeals
Tax Act, 2017 Services Tax 2,020 July 2017 to GST Appellate Tribunal
March 2022, 2017-18
156 2017-18 to 2018-2019, Deputy Commissioner
2019-20
5 2020-21 State Tax Authority
192 2017-18 Commercial Tax Officer
214 2017-18 High Court of Punjab & Haryana
Customs Duty of customs 1,040 1989-90, 1992-93 to 1993-94, Custom Excise and Service Tax
Act,1962 2012-13 to 2014-15 Appellate Tribunal
73 1989-90, 1996-97, 2002-03, Assistant Commissioner of
2014-15, 2015-16 Customs
16 1995-96 to 1996-97, 1998-99, Deputy Commissioner of
2000-01 and 2008-09 Customs
Income Tax Act, Income tax 6,912 Assessment Year 2007-08 Income Tax Appellate Tribunal
1961 to 2018-19
672 Assessment Year 2015-16, Commissioner of Income Tax
2019-20 and 2020-21 (Appeals)
427 Assessment Year 2023-24 Assessing Officer
552 Assessment Year 1998-99 Ranchi High Court

According to the information and explanations given to us and audit procedures performed by us, no undisputed dues in respect of provident fund, employees state insurance, income-tax, duty of custom, goods and service tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable. b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have not been deposited on account of any dispute, are as follows:

(viii) T he Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax

Act, 1961 as income during the year. Therefore, the requirement to report on clause 3(viii) of the Order is not applicable and hence not commented upon.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. Therefore, the reporting requirements under clause (ix) (a) is not applicable and hence not commented upon. (b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. (c) The Company has not raised any term loan during the year. Therefore, the reporting requirements under clause (ix) (c) is not applicable and hence not commented upon.

(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint ventures. The Company does not have any associate.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries and joint ventures. The Company does not have any associate. Therefore, the reporting requirements under clause (ix) (f) is not applicable and hence not commented upon.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments), therefore, the reporting requirements under clause (x) (a) is not applicable and hence not commented upon.

(b) The Company has not /made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and therefore, the reporting requirements under clause 3(x) (b) of the Order is not applicable and hence not commented upon.

(xi) ( No fraud by the Company or no material fraud a) on the Company has been noticed or reported during the year. Therefore, the reporting requirements under clause (xi) (a) of the Order is not applicable and hence not commented upon.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii) (a), (b) and (c) of the Order is not applicable and hence not commented upon.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Therefore, the reporting requirements under clause (xv) of the Order is not applicable and hence not commented upon.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Therefore, the reporting requirements under clause (xvi)(a) of the Order is not applicable and hence not commented upon.

(b) According to information, explanations and representations provided to us, the Company has not conducted any Non-Banking Financial or

Housing Finance activities during the year. (c) The Company is not a Core Investment

Company as defined in the regulations made by

Reserve Bank of India. Therefore, the reporting requirements under clause (xvi)(c) of the Order is not applicable and hence not commented upon.

( According d) to information, explanations and representations provided to us, there is no Core Investment Company as a part of the Group. Therefore, the reporting requirements under clause (xvi)(d) of the Order is not applicable and hence not commented upon.

(xvii) T he Company has not incurred cash losses in the current and immediately preceding financial year.

There has been no resignation of the statutory auditors during the year. Therefore, the reporting requirements under clause (xviii) of the Order is not applicable and hence not commented upon.

(xviii) O n the basis of the financial ratios disclosed in note 42 to the standalone financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the plans of Board of Directors and management 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.

(xix) The provisions of Section 135 to the Companies Act, 2013 in relation to Corporate Social Responsibility is not applicable to the Company. Accordingly, the requirement to report on clause 3(xx) (a) and (b) of the

Order is not applicable to the Company. For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Shivam Chowdhary

Partner

Membership Number: 067077 UDIN: 26067077LUKOJC9144

Place of Signature: Kolkata

Date: April 30, 2026

Annexure 2

to the Independent auditor s report of even date on the Standalone financial statements of Usha Martin Limited

Report on the Internal Financial Controls 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 Usha Martin 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 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 (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 the 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 these 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, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by 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 these 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 with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to these 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 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 Company s internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls With Reference to these 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 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations 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 financial statements.

Inherent Limitations of Internal Financial Controls With

Reference to Standalone 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 control 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, 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 control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Shivam Chowdhary

Partner

Membership Number: 067077 UDIN: 26067077LUKOJC9144

Place of Signature: Kolkata

Date: April 30, 2026

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