Auditor Report of Sai Silks (Kalamandir) Ltd.

Mar 31, 2025

We have audited the accompanying financial statements
of Sai Silks (Kalamandir) Limited (hereinafter referred to
as "the Company"), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement
of Changes in Equity and the Cash flow statement for the
year then ended, and notes to the financial statements,
including a summary of significant accounting policies
and other explanatory information (hereinafter referred
to as the " financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind
AS") and other accounting principles generally accepted
in India, of the state of affairs of the Company as at March
31, 2025, and its profit, other comprehensive income,
changes in equity and its cash flows for the year ended
on that date.

Basis for Opinion

We conducted our audit in accordance with the standards
on Auditing (SAs) specified under section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the
Audit of the 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 independence requirements that are relevant to our
audit of the 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 ICAI''s 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 financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit

of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

Sl. No	Key Audit Matter	How our audit addressed the key audit matter
1	Inventories valuation	Our procedures included,
	and existence:	but was not limited to the
	(Refer Note 2(o) and	following:
	8 to the financial	• Obtained a detailed
	statements)	understanding and evaluated
	The Company has	the design and implementation
	Inventories of Rs.	of controls that the Company
	777.82 Crores as at	has established in relation
	March 31, 2025 as	to inventory valuation and
	detailed in Notes 8 to	existence.
	the financial statements.	• Observed the physical
	Inventories valuation	verification of inventories
	and existence has	count at the financial year end
	been determined to	and assessed the adequacy of
	be a key audit matter	controls over the existence of
	as inventories may be	inventories.
	held for long periods of	• Obtained assurance over
	time before being sold	the appropriateness of
	making it vulnerable	management''s assumptions
	to obsolescence.	applied in calculating the gross
	This could result in an	profit margin and discounts to
	overstatement of the	be deducted from sales price
	value of the inventories	to arrive at cost of goods.
	if the cost is higher	• Evaluated management
	than the net realisable	judgment with regards to the
	value. Furthermore,	application of provisions to the
	the assessment and application of inventories	inventories.
	provisions are subject to	Our Conclusion:
	significant management	Based on the above procedures,
	judgment.	we did not identify any significant deviation to the assessment made by management in respect of inventories valuation and existence.

Emphasis of Matter

We draw your attention to the followings forming part of
the financial statements without modifying our opinion in
respect of:

i. Note No: 37(a)(5), Search and seizure of operations
in the premises was conducted in the month of May
2023, by income tax department under section 132
of Income Tax Act,1961. Information and documents
submitted to income tax department as per notices
served from time to time.

Consequent to Scrutiny proceedings, the Income
Tax Department has determined the total liability for
an amount of Rs. 27.07 Crores (which includes an
interest of Rs. 8.35 Cr). Regarding this the company
has made a provision of Rs. 6.42 Crores during the
FY 2023-24 itself. Therefore, the Company has
made a provision for the balance amount during the
FY 2024-25. The same were paid in the month of
April,2025 and thereby the liability on the company
upon search proceedings were concluded.

ii. Note no. 38,39 of Notes forming part of accounts for
the period ended 31^st March 2025 which describes
balance of trade receivables and trade payables
are subject to confirmation/reconciliation and
consequential adjustment, if any.

Our opinion is not modified in respect of
these matters.

Information Other than the Financial Statements
and Auditor''s Report thereon

The Company''s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in the
Management Discussion and Analysis, Board''s Report
including Annexures to Board''s Report, Business
Responsibility Report, Corporate Governance Report,
and Shareholder Information, but does not include the
financial statements and our auditor''s report thereon. The
other information as identified above is expected to be
made available to us after the date of this Auditor''s Report.

Our opinion on the 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 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 financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

When we read those documents including Annexures,
if any thereon, if we conclude that there is a material
misstatement therein, we shall communicate the matter
to those charged with the governance.

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

The Company''s Management and Board of Directors
are responsible for the matters stated in section 134(5)
of the Act, with respect to the preparation of these
financial statements that give a true and fair view of
the financial position, financial performance including
other comprehensive income, cash flows and changes
in equity of the Company in accordance with the Indian
Accounting Standards (Ind-AS) prescribed under
section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, 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 of the assets of

the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the Management
is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the
Financial Statements

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

As part of an audit in accordance with SA''s, we exercise
professional judgement and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the 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

internal financial control with reference to the
financial statements.

g) With respect to the other matters to be included
in the auditor''s report in accordance with the
requirements of Section 197(16) of the Act,
as amended:

In our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act.

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

a. The Company has disclosed the impact of
pending litigations on its financial position
in its Financial Statements - Refer Note 37
to the financial statements

b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by
the Company.

d. i. The management has represented

that, to the best of its knowledge and
belief, 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
persons or entities, including foreign
entities ("Intermediaries") with the
understanding, whether recorded
in writing or otherwise, that the
Intermediary shall:

• Directly or indirectly lend
or invest in other persons
or entities identified in any
manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of
the Company or

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 system in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s
report. However, future events or conditions may
cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of
a reasonably knowledgeable user of the 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 financial statements.

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

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143 (3) of the Act, based on

our audit we report that;

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

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

c) The Balance Sheet, the Statement of Profit
and Loss (including other comprehensive
income), Statement of changes in equity and
the Statement of Cash Flow dealt with by
this Report are in agreement with the books
of account.

d) In our opinion, the aforesaid financial statements
comply with the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act,
read with the relevant rules issued thereunder.

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

f) With respect to the adequacy of the internal
financial controls over financial reporting
with reference to financial Statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report
in "Annexure -A". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company''s

• Provide any guarantee, security
or the like to or on behalf of the
Ultimate Beneficiaries.

ii. The management has represented,
that, to the best of its knowledge
and belief, no funds have been
received by the Company from any
persons or entities, including foreign
entities ("Funding Parties"), with the
understanding, whether recorded
in writing or otherwise, that the
Company shall:

• Directly or indirectly, lend
or invest in other persons
or entities identified in any
manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of
the Funding Party or

• Provide any guarantee, security
or the like form or on behalf of the
Ultimate Beneficiaries; and

iii. Based on such audit procedures
as considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (d)
(i) and (d)(ii) contain any material mis¬
statement.

e. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended 31^st March 2025 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. Further, during the course of our
audit we did not come across any instance
of audit trail feature being tampered with
and the audit trail has been preserved
by the company as per the statutory
requirements for record retention.

f. The final dividend proposed during the
previous year, declared and paid by the
company during the year is in accordance
with section 123 of the Act, as applicable

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

For Sagar & Associates

Chartered Accountants
Firm''s Registration No: 003510S

Sd/-

CA. D. Manohar

Partner

Membership No.029644
UDIN: 25029644BMIBVR5942

Place: Hyderabad
Date: 16.05.2025

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Mar 31, 2024

Basis for Opinion

We have audited the accompanying standalone financial statements of Sai Silks (Kalamandir) Limited (hereinafter referred to as “the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Cash flow statement for the year then ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“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, 2024, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

We conducted our audit in accordance with the standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the independence 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 icai’s 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.

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 of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sl. No	Key Audit Matter	How our audit addressed the key audit matter
1	Inventories valuation and existence: (Refer Note 2(o) and 8 to the standalone financial statements) The Company has Inventories of Rs. 723.22 Crores as at March 31, 2024 as detailed in Notes 8 to the standalone financial statements. Inventories valuation and existence has been determined to be a key audit matter as inventories may be held for long periods of time before being sold making it vulnerable to obsolescence. This could result in an overstatement of the value of the inventories if the cost is higher than the net realisable value. Furthermore, the assessment and application of inventories provisions are subject to significant management judgment.	Our procedures included, but was not limited to the following: • Obtained a detailed understanding and evaluated the design and implementation of controls that the Company has established in relation to inventory valuation and existence. • Observed the physical verification of inventories count at the financial year end and assessed the adequacy of controls over the existence of inventories. • Obtained assurance over the appropriateness of management’s • assumptions applied in calculating the gross profit margin and discounts to be deducted from sales price to arrive at cost of goods. • Evaluated management judgment with regards to the application of provisions to the inventories. Our Conclusion: Based on the above procedures, we did not identify any significant deviation to the assessment made by management in respect of inventories valuation and existence.

We draw your attention to the followings forming part of the financial statements without modifying our opinion in respect of:

i. Note No: 37(a)(6), regarding Search and seizure of operations in the premises was conducted in May 2023, by income tax department under section 132 of Income Tax Act,1961. Information and documents submitted to income tax department as per information called from time to time. Scrutiny proceedings are in progress and as on date neither income tax demand determined nor levied consequent to such operations.

ii. Note no.38,39 of Notes forming part of accounts for the period ended 31st March 2024 which describes balance of trade receivables and trade payables are subject to confirmation/ reconciliation and consequential adjustment, if any.

Our opinion is not modified in respect of these matters.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance Report and Shareholder Information but does not include the standalone financial statements and our Auditor’s Report thereon. The other information as identified above is expected to be made available to us after the date of this Auditor’s Report.

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

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

When we read those documents including Annexures, if any thereon, if we conclude that there is a material misstatement therein, we shall communicate the matter to those charged with the governance.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation of these 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 Indian Accounting Standards (Ind-AS) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules,

2015, as amended, 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial 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 financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal 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 system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit we report that;

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of changes in equity and the Statement of Cash Flow

dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the relevant rules issued thereunder.

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

f) With respect to the adequacy of the internal financial controls over financial reporting with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure -A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial control with reference to the Standalone financial statements.

g) With respect to the other matters to be included in the auditor’s report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

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

a. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 37 to the financial statements

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d. i. The management has represented that,

to the best of its knowledge and belief, 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 persons or entities, including foreign entities (“Intermediaries”) with the understanding,

whether recorded in writing or otherwise, that the Intermediary shall:

• Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• Directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• Provide any guarantee, security or the like form or on behalf of the Ultimate Beneficiaries; and

iii. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d)(ii) contain any material mis-statement.

e. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31st March 2024 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. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

f. According to the information and explanations given to us, the Company has not declared or paid any Dividend during the year

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

For Sagar & Associates

Chartered Accountants Firm’s Registration No: 003510S

CA. D. Manohar

Partner

Place: Hyderabad Membership No.029644

Date: 24.05.2024 UDIN:

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Mar 31, 2023

Sai Silks (Kalamandir) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Sai Silks (Kalamandir) Limited (hereinafter referred to as “the Company”), which comprise the Standalone Balance Sheet as at March 31, 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Cash flow statement for the year then ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to aur-^u4it of the standalone financial statements under the provisions of the/^t^n^^he Rules made thereunder, and we have fulfilled our other ethical re°^^n^Wl|t\es in accordance with

these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

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 of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

SI. No	Key Audit Matter	How our audit addressed the key audit matter
1	Inventories valuation and existence: (Refer Note 2(o) and 8 to the standalone financial statements) The Company has Inventories of Rs. 6897.48 Millions as at March 31, 2023 as detailed in Notes 8 to the standalone financial statements. Inventories valuation and existence has been determined to be a key audit matter as inventories may be held for long periods of time before being sold making it vulnerable to obsolescence. This could result in an overstatement of the value of the inventories if the cost is higher than the net realisable value. Furthermore, the assessment and application of inventories provisions are subject to significant management judgment.	Our procedures included, but was not limited to the following: • Obtained a detailed understanding and evaluated the design and implementation of controls that the Company has established in relation to inventory valuation and existence. • Observed the physical verification of inventories count at the financial year end and assessed the adequacy of controls over the existence of inventories. • Obtained assurance over the appropriateness of management’s assumptions applied in calculating the gross profit margin and discounts to be deducted from sales price to arrive at cost of goods. • Evaluated management judgment with regards to the application of provisions to the inventories. Our Conclusion: Based on the above procedures, we did not identify any significant deviation to the assessment made by management in respect of inventories valuation and existence.

Emphasis of Matter

We draw your attention to the followings forming part of the financial statements without modifying our opinion in respect of:

Note No: 37(a)(6), regarding Search and seizure of operations in the

premises was conducted in May 2023, by income tax department under

section 132 of Income Tax Information and documents

submitted to income tax dep^MieM^ per information called from

/? (___________\<*\

time to time. Scrutiny proceedings are in progress and as on date neither income tax demand determined nor levied consequent to such operations.

Our opinion is not modified in respect of these matters.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance Report, and Shareholder Information, but does not include the standalone financial statements and our auditor’s 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 the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Management’s Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are 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 Indian Accounting Standards (Ind-AS) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenanc^l^^quate internal financial controls, that

were operating effectively for ei^Whfm^accuracy and completeness of the

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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 financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate

the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional 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 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 cpritrols system in place and the operating effectiveness of such controW^^^X

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances, we determine that a matter should not’ be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit we report

that; ^

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of changes in equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

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

e) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure -A”.

g) With respect to the other^ matters to be included in the auditor’s

report in accordance wh/^J^^uirements of Section 197(16) of the Act, as amended: (*f

[o (HYDERABAD)*£ )

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

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

a. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements — Refer Note 37 to the financial statements

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses..

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d.

i. The management has represented that, to the best of its knowledge and belief, 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 persons or entities, including foreign entities ( Intermediaries ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• Directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) byor_qn behalf of the Funding Party or

• Provide any gu^dHt^e^ecurity or the like form or on

behalf of the l§/i''traate,»Bdheficiaries; and

iii- Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d)(ii) contain any material mis-statement.

e. According to the information and explanations given to us, the has not declared or paid any Dividend during the year

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

For Sagar & Associates Chartered Accountants

Firm’s Registr^p^^^g0351 OS

cAT5r^^^^_yg/

Partner X^cco^jx

Membership No.216454 UDIN: 23216454BGXEMH4922

Place: Hyderabad Date: 13.07.2023

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s. Sai Silks (Kalamandir) Limited, as at 31st March, 2009 and the Profit and Loss Account for the year ended on that date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these statements based on our audit.

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

3. As required by the companies (Auditors Report) order 2003, issued by the central Government in terms of section 227(4A) of the companies Act, 1956. We enclose in the annexure a statement on the matter specified in Para no.4 and 5 of the said order.

4. Further to our comments in the annexure referred above, we report that:

a. Balance in Debtors and Creditors accounts are subject to confirmation.

b. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

c. In our opinion, proper Books of Accounts required by law have been kept by the company so far as appears from our examination of such books.

d. The Balance Sheet referred to in this report is in agreements with the books of account of the company.

e. On the basis of written representation received from the directors as on 31.03.2009 and taken on record by the board of directors. We report that none of the director is disqualified as on 31.03.2009 form being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet along with significant Accounting policies and notes appearing thereon gives the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view.

1.) In so far as it relates to Balance Sheet of the state of affairs of the company as at 31st March, 2009;

2.) In the case of the Profit and Loss Account, of the Profit of the company for the year ended on that date.

3) In the case of Cash Flow Statement of the Cash Flows of the Company fot the year ended on that date.

ANNEXURE TO AUDITORS REPORT

(Referred to in Para (3) of our report of even date) Re:M/s. SAI SILKS (KALAMANDIR) LIMITED as on 31.03.2009

1. All the assets have been physically verified by the management during the year but there is a regular program of verification, which in our opinion is responsible having regard material discrepancies were noticed on such verification

2. The management has conducted physical verification in respect of finished goods, consumables and raw material at reasonable intervals. The procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to stocks records.

3. The Company has taken no un-secured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and with regard to sale of goods. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that all transactions that need to be entered into register in pursuance of section 301 of the Act have been so entered.

b) In our opinion and according to information and explanations given to us , there are transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding Rs.5 lakhs in respect of various parties during the year.

6. In our opinion and according to information and explanation given to us, the Company has not accepted any deposit from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The aggregate of paid up capital and reserve exceed Rs.50 lakhs. No discrepancies found in internal audit system.

8. As informed to us, the maintenance of cost records has not been prescribed by the central government u/s 209(1 )(d) of the companies Act, 1956.in respect of the activities carried on by the company.

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, Cess, and other statutory dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-Tax, Wealth-tax Customs duty, Excise Duty, and Cess outstanding as at the year end, for a period of more than six months from the date they become payable.

9. Based on our audit procedures and on the information and explanations given by the management. we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or Bank.

10. According to the records of the company the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

11. In our opinion and as per information and explanation given to us, the nature of activities of the company does not attract any special stature applicable to chit fund and nidhi/mutual benefit fund /society.

12. As per the records of the company and the information and explanations given to us by the management, the company is not dealing or trading in shares, securities and debentures, and other investments.

13. According to the records of the company and the information and the explanations provided by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

14. The Term Loans raised during the year from State Bank Of India, Commercial Branch, were applied for the purpose for which it was raised.

15. According to the information and explanations given to us and on an overall examination of the balance sheet of the company. We report that no funds raised on short-term basis has been used for long-term investment by the company.

16. The company has preferential allotment of shares to parties or companies covered under section 301oftheAct.

17. According to the records of the company, the company has not issued any debentures.

18. The company has not raised any money through a Public Issue during the year.

19. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

20. The Company has provided for Fringe Benefit Tax Payable to the extent of Rs. 8,10,301/-.



For B.VITHLANI & CO.,

Chartered Accountants



Sd/-

Place : HYDERABAD (Bhavesh R. Vithlani)

DATE : 1st June 2009 Proprietor

M.No.213135