We have audited the accompanying financial statements of
Hindoostan Mills Limited (“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 Cash Flows and the Statement of Changes
in Equity for the year then ended, and notes to the financial
statements including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid 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 Indian Accounting Standards (“Ind AS”)
specified under section 133 of the Act and other accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, its loss including its other
comprehensive income, its cashflows and the changes in equity
for the year ended on that date.

Basis of Opinion

We conducted our audit of the financial statements 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 Responsibility 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 ethical 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 obtained by us 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 year. 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.

Emphasis of Matter

We draw attention to note 32(X) to the statement, in respect of
Board of Directors decision to close down textile division (under
temporary suspension from October 3, 2024), with effect from
April 15, 2025 subject to approval of Government Authorities.
The Company continues to pursue it’s other business operation.

Our opinion is not modified in respect of this matter.

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

The Company’s Board of Directors are responsible for the
preparation of the other information. The other information
comprises the information included in the Annual Report, but
does not include the financial statements and our auditor’s
report thereon.

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 and, in doing so,
consider whether the 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 Financial Statements

The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, cash flows, and changes in equity of the
Company in accordance with accounting principles generally
accepted in India including the 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 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, 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
Board of Directors 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.

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 Standards on Auditing 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 SAs, we exercise
professional judgment 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 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 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 in the financial statements 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.

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

2. A. 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
except for the matters stated in the paragraph
2B(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

c) The balance sheet, the statement of profit and
loss (including other comprehensive income),
the statement of cash flows and the statement of
changes in equity dealt with by this report are in
agreement with the relevant books of account.

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

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

f) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2A(b) above on reporting
under Section 143(3)(b) of the Act and paragraph
2B(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

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

B. 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 as on March 31, 2025 on its financial
position in its financial statements refer Note 32
(XI) to the financial statements;

b) The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts;

c) There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

d) (i) The Management has represented, to best of

their knowledge and belief, that 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.

(ii) The Management has represented, to best
of their knowledge and belief, that 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,

ii) The feature of recording audit trail (edit log)
facility was not completely enabled at the
application layer of the accounting software
in respect of Sales Module, used for textile
division.

Additionally, the audit trail has been preserved
by the Company as per the statutory requirements
for record retention, to the extent audit trail was
maintained for accounting software.

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

For S H R & CO.

Chartered Accountants
FRN: 120491W

Deep N Shroff

Partner

Membership No. 122592
UDIN:

Place: Mumbai
Date: May 14, 2025